Common use of Expenses Indemnification Etc Clause in Contracts

Expenses Indemnification Etc. (a) Whether or not the transactions contemplated hereby shall be consummated, the Obligors will pay all expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereof, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the fees and disbursements of the Purchasers' special counsel which are reflected as unpaid in the statement of Xxxxxxx and Xxxxxx, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of the date of the Closing).

Expenses Indemnification Etc. (a) Whether or not the transactions contemplated hereby shall be consummated, the Obligors Company will pay all reasonable expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or Agreement, the other Operative AgreementsAgreements or the Notes, including, without limitation: (i) the costs cost and expenses of preparing and reproducing this Agreement and Agreement, the other Operative AgreementsAgreements and the Notes, of furnishing all opinions by counsel for the Obligors Company, the Restricted Subsidiaries, Northwestern or the general partner of Star Gas General Partners (including any opinions requested by the Purchasers' your special counsel, Xxxxxxx and XxxxxxXxxxxxxxx & Xxxxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors Company, either General Partner, Northwestern or the general partner of Star Gasany Restricted Subsidiary, and of the Obligors' Company's, either General Partner's, Northwestern's or the general partner of Star Gasany Restricted Subsidiary's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's your principal office, insured to such Purchaser's your satisfaction, the Notes issued in exchange for the Notes sold to such Purchaser you hereunder and any Notes delivered to such Purchaser you upon any substitution thereof pursuant to Section 14 and of such Purchaser's your delivering any Notes, insured to such Purchaser's your satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of the Purchasers' your special counsel, Xxxxxxx Debevoise & Xxxxxxxx and Xxxxxx, and the Purchasers' your local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser you or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or Agreement, any other Operative Agreement including, without limitation, or the Notes or in responding to any subpoena or other legal process in connection with this Agreement, any other Operative Agreement or the Notes or the transactions contemplated hereby or by reason of any Purchaser you or any subsequent holder of Notes having acquired any Note, including without limitation, limitation costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser you in connection with such transactions and any such amendments or waivers, PROVIDED that the Company shall be required to pay the cost and expenses of only one firm (and any local counsel) retained by the Noteholders in connection with any waivers or amendments. The Obligors Company also will pay, and will save the Purchasers you and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasersyou) and any and all liabilities with respect to any taxes (including interest and penalties) (other than income taxes) which may be payable in respect of the execution and delivery hereof, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, Closing the Obligors Company will pay the reasonable fees and disbursements of the Purchasers' your special counsel which are reflected as unpaid in the statement of Xxxxxxx and XxxxxxDebevoise & Xxxxxxxx, their your special counsel, delivered to Star Gas the Company prior to the date of the Closing; and thereafter the Obligors Company will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' your special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of the date of the Closing).

Expenses Indemnification Etc. The Company agrees to pay or reimburse each of the Banks, the Issuing Lenders and the Administrative Agent for: (a) Whether or not all reasonable out-of-pocket costs and expenses of the transactions contemplated hereby shall be consummatedAdministrative Agent (including, without limitation, the Obligors will pay all reasonable fees and expenses of Special Counsel in connection with the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the Notes (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of the Banks, the Issuing Lenders, and the Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel provided, that the Company shall not be obligated to reimburse the Banks, the Issuing Lenders, and the Administrative Agent for more than one law firm (and, in addition to such transactions law firm, any local counsel engaged in each relevant jurisdiction by such law firm) as counsel for the Banks, the Issuing Lenders, and the Administrative Agent unless there is a conflict between any Bank or Issuing Lender and one or more of the other Banks or Issuing Lenders, or the Administrative Agent) in connection with (i) any amendments Default and any enforcement or waivers collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the same become effectiveworkout, restructuring or transaction contemplated thereby is consummated) under and (ii) the enforcement of this Section 11.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the Notes or any other Operative Agreementsdocument referred to herein, except for any such taxes, assessments or charges imposed as a result of an assignment or participation (“Other Taxes”). The Company hereby agrees to indemnify the Administrative Agent, the Issuing Lenders, and each Bank and their respective affiliates, directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation: (i, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) the costs and expenses arising out of preparing and reproducing this Agreement and the or by reason of any investigation or litigation or other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas proceedings (including any opinions requested threatened investigation or litigation or other proceedings) relating to the Loans and Letters of Credit hereunder or any actual or proposed use by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to Company or any legal matter arising hereunder) and all certificates on behalf of its Subsidiaries of the Obligors or the general partner proceeds of Star Gas, and any of the Obligors' Loans or the general partner Letters of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal officeCredit hereunder, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereof, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the fees and disbursements of the Purchasers' special counsel which are reflected as unpaid in the statement of Xxxxxxx and Xxxxxx, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred (i) by reason of the gross negligence, bad faith or willful misconduct (as determined in a final and non-appealable judgment of a court of competent jurisdiction) of the Person to be indemnified or (ii) as a result of disputes solely among the Administrative Agent, the Issuing Lenders and any Bank at a time when the Company has not breached its obligations hereunder in any material respect (other than any dispute against the Administrative Agent, the Issuing Lenders and any Bank solely in its capacity or in fulfilling its role as the Administrative Agent or Joint Lead Arranger or similar role under any Loan Document) which dispute does not involve an act or omission by the Company or any affiliate thereof). Notwithstanding anything to the contrary contained herein, to the extent permitted by applicable law, the Company shall not assert and hereby waives any claim against any indemnified party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions hereby contemplated (including unposted disbursements as hereby, any Loan or the use of the date of the Closing)proceeds thereof.

Expenses Indemnification Etc. (a) Whether or not the transactions contemplated hereby shall be consummated, the Obligors Company will pay all reasonable expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or Agreement, the other Operative AgreementsAgreements or the Notes, including, without limitation: (i) the costs cost and expenses of preparing and reproducing this Agreement and Agreement, the other Operative AgreementsAgreements and the Notes, of furnishing all opinions by counsel for the Obligors Company, the Restricted Subsidiaries or the general partner of Star Gas General Partners (including any opinions requested by the Purchasers' your special counsel, Xxxxxxx and XxxxxxDebevoise & Xxxxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors Company, either General Partner or the general partner of Star Gasany Restricted Subsidiary, and of the Obligors' Company's, either General Partner's or the general partner of Star Gasany Restricted Subsidiary's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's your principal office, insured to such Purchaser's your satisfaction, the Notes sold issued to such Purchaser you hereunder and any Notes delivered to such Purchaser you upon any substitution thereof pursuant to Section 14 and of such Purchaser's your delivering any Notes, insured to such Purchaser's your satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of the Purchasers' your special counsel, Xxxxxxx Debevoise & Xxxxxxxx (or such other counsel as may be selected by the Note holders) and Xxxxxx, and the Purchasers' your local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser you or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or Agreement, any other Operative Agreement including, without limitation, or the Notes or in responding to any subpoena or other legal process in connection with this Agreement, any other Operative Agreement or the Notes or the transactions contemplated hereby or by reason of any Purchaser you or any subsequent holder of Notes having acquired any Note, including without limitation, limitation costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser you in connection with such transactions and any such amendments or waivers, PROVIDED that the Company shall be required to pay the cost and expenses of only one firm (and any local counsel) retained by the Note holders in connection with any waivers or amendments. The Obligors Company also will pay, and will save the Purchasers you and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasersyou) and any and all liabilities with respect to any taxes (including interest and penalties) (other than income taxes) which may be payable in respect of the execution and delivery hereof, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, Closing the Obligors Company will pay the reasonable fees and disbursements of the Purchasers' your special counsel which are reflected as unpaid in the statement of Xxxxxxx and XxxxxxDebevoise & Xxxxxxxx, their your special counsel, delivered to Star Gas the Company prior to the date of the Closing; and thereafter the Obligors Company will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' your special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of the date of the Closing).

Expenses Indemnification Etc. The Borrower agrees to pay or reimburse each of the Lenders and the Agents (from time to time, and including as a condition precedent to each of the Closing Date and the Initial Disbursement Date) for: (a) Whether all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees and expenses of its counsel Milbank, Tweed, Xxxxxx & XxXxxx LLP ), the Offshore Collateral Agent (including the reasonable fees and expenses of its counsel Milbank, Tweed, Xxxxxx & XxXxxx LLP), the Onshore Collateral Agent (including the reasonable fees and expenses of its counsel Xxxxxxx, Xxxxx & Xxxxxxx Abogados), Xxxxxxx, Xxxxx & Xxxxxxx Abogados, special Peruvian counsel to the Senior Lenders (or not such replacement counsel that the transactions contemplated hereby Administrative Agent may select from time to time which, so long as no Default has occurred and is continuing, shall be consummatedreasonably satisfactory to the Borrower), and experts (including the Obligors will pay all expenses Independent Advisors and the Model Auditor) engaged by the Administrative Agent from time to time, in connection with such transactions (i) the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, any COFIDE Guarantee and the extension of credit under this Agreement, (ii) any amendment, modification or waiver of any of the terms of this Agreement or any other Transaction Document or any COFIDE Guarantee and (iii) the syndication of Commitments or Loans, (b) all costs and expenses of the Senior Lenders and the Agents (including counsels’ fees and expenses and experts’ fees and expenses incurred by or on behalf of the Agents) in connection with (i) any amendments Default and any enforcement or waivers collection proceedings resulting from such Default or in connection with the negotiation (and preparation, execution and delivery of any related documentation) of any restructuring or “work-out” (whether or not consummated) of the same become effectiveobligations of the Borrower under this Agreement, any other Credit Party under any Financing Documents or the obligations of (x) any Project Party under any Project Document or (y) the obligations of COFIDE or SACE under any COFIDE Guarantee and the SACE Policy, as applicable, (ii) the enforcement of this Section 11.03(b), (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Government Authority in respect of this Agreement or the any other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing Transaction Document or any other document referred to in this Agreement and the or in any such other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) Transaction Document and all certificates on behalf of the Obligors or the general partner of Star Gascosts, expenses, taxes, assessments and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel other charges incurred in connection with such transactions and any such amendments filing, registration, recording or waivers; (iv) the costs and expenses, including attorneys' fees, incurred perfection of any Lien contemplated by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Transaction Document to which the Agents are intended to be a party or any other document referred to in this Agreement including, without limitation, the Notes or in responding any such other Transaction Document and (d) solely payable to FMO, an amount equal to the VAT payable by FMO to COFIDE in respect of the fee payable by FMO to COFIDE pursuant to the terms of its COFIDE Guarantee. The Administrative Agent shall be entitled to instruct the Offshore Collateral Agent (and the Offshore Collateral Agent shall so instruct the Trustee and the Depositary, as applicable) to withdraw from the Project Accounts amount owed pursuant to this Section 11.03 and pay such amounts to the applicable Person. The Borrower hereby agrees to indemnify the Agents, each Lender and each of their respective Affiliates and their respective officers, directors, employees, representatives, attorneys and agents (each, an “Indemnitee”) from, and shall hold each of them harmless against, any subpoena and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or other legal process disbursements of any kind or nature whatsoever (including the reasonable fees and expenses of counsel for each Indemnitee in connection with this Agreement any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party to any such proceeding) that may at any time (including at any time following the transactions contemplated hereby Termination Date) be imposed on, asserted against or incurred by an Indemnitee as a result of, or arising out of, or in any way related to or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities claim with respect to (a) any taxes of the transactions contemplated by this Agreement or by any other Transaction Document or the execution, delivery or performance of this Agreement or any other Transaction Document, (b) the extensions of credit under this Agreement or the actual or proposed use by the Borrower of any of the extensions of credit under this Agreement or the grant to the Administrative Agent or the Collateral Agent for the benefit of, or to any of, the Secured Parties of any Lien on the Collateral or in any other Property of the Borrower or any other Person or any membership, partnership or Equity Interest in the Borrower or any other Person and (c) the exercise by the Administrative Agent, the Trustee, the Common Representative or the Collateral Agent (or the other Secured Parties) of their rights and remedies (including interest and foreclosure) under any Security Document (but excluding, as to any Indemnitee, any Excluded Taxes, any such losses, liabilities, claims, damages, expenses, obligations, penalties) which may be payable in respect , actions, judgments, suits, costs or disbursements, to the extent incurred by reason of the execution and delivery hereof, gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction). Without limiting the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance generality of the foregoing, on the date Borrower hereby agrees to indemnify each Indemnitee from, and shall hold each Indemnitee harmless against, any losses, liabilities, claims, damages, reasonable expenses, obligations, penalties, actions, judgments, suits, costs or disbursements described in the preceding sentence (including any Lien filed against the Project by any Government Authority) (collectively, “Losses”) arising under any Environmental and Social Law or relating to any Environmental and Social Claim as a result of the Closingpast, the Obligors will pay the fees and disbursements present or future facilities or operations of the Purchasers' special counsel Borrower or any predecessors to Borrower, or the past, present or future condition or operation of the Project, or any Release, threatened Release or Use of any Hazardous Materials with respect to the Project (including any Release, threatened Release or Use of Hazardous Materials which are reflected as unpaid occurs during any period when such Indemnitee shall be in possession of any such site or facility following the statement exercise by the Administrative Agent or any other Secured Party of Xxxxxxx any of its rights and Xxxxxxremedies under this Agreement or under any Financing Document or any other Transaction Document where such Release, their special counsel, delivered to Star Gas threatened Release or Use commenced or occurred prior to such period); provided, however, that the date Borrower shall have no such obligation to indemnify any Indemnitee to the extent that any such Losses are directly and primarily caused solely by such Indemnitee’s gross negligence or willful misconduct as determined by a final non-appealable judgment of the Closing; and thereafter the Obligors will pay, promptly upon receipt a court of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of the date of the Closing)competent jurisdiction.

Expenses Indemnification Etc. (a) Whether or not the transactions contemplated hereby shall be consummated, the Obligors Company will pay all reasonable expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or Agreement, the other Operative AgreementsAgreements or the Notes, including, without limitation: (i) the costs cost and expenses of preparing and reproducing this Agreement and Agreement, the other Operative AgreementsAgreements and the Notes, of furnishing all opinions by counsel for the Obligors Company, the Restricted Subsidiaries or the general partner of Star Gas General Partners (including any opinions requested by the Purchasers' your special counsel, Fried, Frank, Harris, Xxxxxxx and Xxxxxx& Xxxxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors Company, either General Partner or the general partner of Star Gasany Restricted Subsidiary, and of the Obligors' Company's, either General Partner's or the general partner of Star Gasany Restricted Subsidiary's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's your principal office, insured to such Purchaser's your satisfaction, the Notes issued in exchange for the Notes sold to such Purchaser you hereunder and any Notes delivered to such Purchaser you upon any substitution thereof pursuant to Section SECTION 14 and of such Purchaser's your delivering any Notes, insured to such Purchaser's your satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of the Purchasers' your special counsel, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx (or such other counsel as may be selected by the Note holders) and Xxxxxx, and the Purchasers' your local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser you or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereof, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the fees and disbursements of the Purchasers' special counsel which are reflected as unpaid in the statement of Xxxxxxx and Xxxxxx, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of the date of the Closing).determining

Expenses Indemnification Etc. (a) Whether or not the transactions contemplated hereby shall be consummated, the Obligors Company will pay all reasonable expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or Agreement, the other Operative AgreementsAgreements or the Notes, including, without limitation: (i) the costs cost and expenses of preparing and reproducing this Agreement and Agreement, the other Operative AgreementsAgreements and the Notes, of furnishing all opinions by counsel for the Obligors Company, the Restricted Subsidiaries or the general partner of Star Gas General Partners (including any opinions requested by the Purchasers' your special counsel, Xxxxxxx and XxxxxxDebevoise & Xxxxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors Company, either General Partner or the general partner of Star Gasany Restricted Subsidiary, and of the Obligors' Company's, either General Partner's or the general partner of Star Gasany Restricted Subsidiary's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's your principal office, insured to such Purchaser's your satisfaction, the Notes issued in exchange for the Notes sold to such Purchaser you hereunder and any Notes delivered to such Purchaser you upon any substitution thereof pursuant to Section 14 and of such Purchaser's your delivering any Notes, insured to such Purchaser's your satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of the Purchasers' your special counsel, Xxxxxxx Debevoise & Xxxxxxxx (or such other counsel as may be selected by the Note holders) and Xxxxxx, and the Purchasers' your local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser you or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or Agreement, any other Operative Agreement including, without limitation, or the Notes or in responding to any subpoena or other legal process in connection with this Agreement, any other Operative Agreement or the Notes or the transactions contemplated hereby or by reason of any Purchaser you or any subsequent holder of Notes having acquired any Note, including without limitation, limitation costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser you in connection with such transactions and any such amendments or waivers, PROVIDED that the Company shall be required to pay the cost and expenses of only one firm (and any local counsel) retained by the Note holders in connection with any waivers or amendments. The Obligors Company also will pay, and will save the Purchasers you and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasersyou) and any and all liabilities with respect to any taxes (including interest and penalties) (other than income taxes) which may be payable in respect of the execution and delivery hereof, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, Closing the Obligors Company will pay the reasonable fees and disbursements of the Purchasers' your special counsel which are reflected as unpaid in the statement of Xxxxxxx and XxxxxxDebevoise & Xxxxxxxx, their your special counsel, delivered to Star Gas the Company prior to the date of the Closing; and thereafter the Obligors Company will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' your special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of the date of the Closing).

Expenses Indemnification Etc. The Borrower agrees (a) Whether to pay or not reimburse the transactions contemplated hereby shall be consummatedAdministrative Agent, the Obligors will pay all expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfactionIssuing Bank, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number Lead Arranger on demand for each series of the Notes; and (vi) the their reasonable out-of-pocket costs and expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereofwithout limitation, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the reasonable fees and disbursements expenses of the Purchasers' special counsel which are reflected as unpaid in the statement to such Persons) up to a maximum amount of Xxxxxxx and Xxxxxx$15,000, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions hereby contemplated negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents on or about the Closing Date and the initial making of the Loans hereunder, (b) to pay or reimburse the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent and the Banks for all reasonable out-of-pocket costs and expenses of such Persons (including unposted disbursements as reasonable counsels’ fees and expenses) in connection with the enforcement of this Agreement and any of the date other Credit Documents, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the ClosingRevolving Credit Notes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges incurred in connection with, perfecting, maintaining and protecting, Liens (if any) created or contemplated to be created pursuant to any Credit Documents at any time. The Borrower hereby indemnifies the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, and the Banks and their respective directors, officers, employees, agents and affiliates (each of which is sometimes referred to in this subsection as an “Indemnified Party”) and agrees to hold each Indemnified Party harmless against, any and all losses, claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or any Bank) that arise out of or in any way relate to or result from the making of Loans hereunder or the other transactions contemplated hereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such Indemnified Party is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Party or in any action in which the Borrower is the prevailing party against such Indemnified Party. Neither the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.

Expenses Indemnification Etc. The Company agrees to pay or reimburse each of the Banks, the Issuing Lenders and the Administrative Agent for: (a) Whether all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of Special Counsel) in connection with the negotiation, preparation and execution of, or not any modification, supplement or waiver of this Agreement and any of the Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby shall be and thereby,(in each case, whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of the Banks, the Obligors will pay all Issuing Lenders, and the Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel provided, that the Company shall not be obligated to reimburse the Banks, the Issuing Lenders, and the Administrative Agent for more than one law firm (and, in addition to such law firm, any local counsel engaged in each relevant jurisdiction by such law firm) as counsel for the Banks, the Issuing Lenders, and the Administrative Agent unless there is a conflict between any Bank or Issuing Lender and one or more of the other Banks or Issuing Lenders, or the Administrative Agent) in connection with such transactions (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in connection or other involvement with any amendments (x) bankruptcy, insolvency, receivership, foreclosure, winding up or waivers liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the same become effectiveworkout, restructuring or transaction contemplated thereby is consummated) under and (ii) the enforcement of this Section 11.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the Notes or any other Operative Agreementsdocument referred to herein, except for any such taxes, assessments or charges imposed as a result of an assignment or participation (“Other Taxes”). The Company hereby agrees to indemnify the Administrative Agent, the Issuing Lenders, and each Bank and their respective affiliates, and their respective directors, officers, employees, agents, advisors and other representatives from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation: (i, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) the costs and expenses arising out of preparing and reproducing this Agreement and the or by reason of any investigation or litigation or other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas proceedings (including any opinions requested threatened investigation or litigation or other proceedings) relating to the Loans and Letters of Credit hereunder or any actual or proposed use by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to Company or any legal matter arising hereunder) and all certificates on behalf of its Subsidiaries of the Obligors or the general partner proceeds of Star Gas, and any of the Obligors' Loans or the general partner Letters of Star Gas's performance Credit hereunder regardless of whether any indemnified person is a party thereto and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement not the same are brought by the Company, its equity holders, affiliates or creditors or any other Operative Agreement Person, including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereof, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the fees and disbursements of the Purchasers' special counsel which are reflected as unpaid in the statement of Xxxxxxx and Xxxxxx, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred (i) by reason of the gross negligence, bad faith or willful misconduct (as determined in a final and non-appealable judgment of a court of competent jurisdiction) of the Person to be indemnified or (ii) as a result of disputes solely among the Administrative Agent, the Issuing Lenders and any Bank at a time when the Company has not breached its obligations hereunder in any material respect (other than any dispute against the Administrative Agent, the Issuing Lenders and any Bank solely in its capacity or in fulfilling its role as the Administrative Agent or Joint Lead Arranger or similar role under any Loan Document) which dispute does not involve an act or omission by the Company or any affiliate thereof). Notwithstanding anything to the contrary contained herein, to the extent permitted by applicable law, the Company shall not assert and hereby waives any claim against any indemnified party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions hereby contemplated (including unposted disbursements as hereby, any Loan or the use of the date proceeds thereof. No indemnified person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the Closing)extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such indemnified person.

Expenses Indemnification Etc. The Company agrees to pay or reimburse each of the Banks, Arrangers and the Administrative Agent and each of their affiliates for: (a) Whether or not the transactions contemplated hereby shall be consummated, the Obligors will pay all expenses in connection with such transactions reasonable and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the documented out-of-pocket costs and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfactionAdministrative Agent, the Notes sold to such Purchaser hereunder Arrangers and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; their affiliates (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process reasonable fees and expenses of Special Counsel) in connection with the negotiation, preparation, delivery and administration of this Agreement, the other Loan Documents and any amendment, modification, supplement or waiver of any of the terms of this Agreement or any of the transactions Notes (whether or not consummated) requested by the Company (it being understood, for the avoidance of doubt, that the Company shall pay all such reasonable and documented out-of-pocket costs and expenses with respect to any amendment, modification or waiver entered into in connection with a situation contemplated by clause (b) of this Section 11.03 regardless of at whose behest such amendment, modification, supplement or waiver is made), including the maintenance of a Debtdomain syndication transaction deal website; and (b) all reasonable and documented out-of-pocket costs and expenses of the Banks and the Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel provided, that the Company shall not be obligated to reimburse the Banks and the Administrative Agent for more than one law firm (and, in addition to such law firm, any local counsel engaged in each relevant jurisdiction by such law firm) as counsel for the Banks and the Administrative Agent unless there is a conflict between any Bank and one or more of the other Banks or the Administrative Agent) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 11.03. The Company hereby agrees to indemnify the Administrative Agent, the Arrangers, and each Bank and their respective affiliates, and the directors, officers, employees, advisors, agents, controlling persons and other representatives of any of the foregoing, and their respective successors, from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) arising out of or by reason of any Purchaser investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any subsequent holder actual or proposed use by the Company or any of Notes having acquired its Subsidiaries of the proceeds of any Noteof the Loans hereunder, including including, without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereof, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the fees and disbursements of the Purchasers' special counsel which are reflected as unpaid in the statement of Xxxxxxx and Xxxxxx, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred (i) by reason of the gross negligence, bad faith or willful misconduct (as determined in a final and non-appealable judgment of a court of competent jurisdiction) of the Person to be indemnified, (ii) a material breach by the Person to be indemnified of its obligations under this Agreement (as determined in a final and non-appealable judgment of a court of competent jurisdiction) or (iii) as a result of disputes solely among the Administrative Agent and any Bank at a time when the Company has not breached its obligations hereunder in any material respect (other than any dispute against the Administrative Agent and any Bank solely in its capacity or in fulfilling its role as the Administrative Agent or Arrangers or similar role under any Loan Document) which dispute does not involve an act or omission by the Company or any affiliate thereof). Notwithstanding anything to the contrary contained herein, to the extent permitted by applicable law, the Company shall not assert and hereby waives any claim against any indemnified party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions hereby contemplated (including unposted disbursements as hereby, any Loan or the use of the date proceeds thereof. For the avoidance of the Closing)doubt, this Section 11.03 shall not apply to Taxes, other than taxes arising from a non-Tax claim.

Expenses Indemnification Etc. The Borrower agrees (a) Whether to pay or not reimburse the transactions contemplated hereby shall be consummatedAdministrative Agent, the Obligors will pay all expenses in connection with such transactions and in connection with any amendments or waivers (whether or not Issuing Bank, the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing this Agreement Swingline Lender and the other Operative Agreements, of furnishing all opinions by counsel Lead Arranger on demand for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the their reasonable out-of-pocket costs and expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereofwithout limitation, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the reasonable fees and disbursements expenses of the Purchasers' special counsel which are reflected as unpaid in the statement to such Persons) up to a maximum amount of Xxxxxxx and Xxxxxx$7,500, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions hereby contemplated negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents on or about the Closing Date and the initial making of the Loans hereunder, (b) to pay or reimburse the Administrative Agent, the Issuing Bank, the Swingline Lender, the Lead Arranger, the Documentation Agent and the Banks for all reasonable out-of-pocket costs and expenses of such Persons (including unposted disbursements as reasonable counsels’ fees and expenses) in connection with the enforcement of this Agreement and any of the date other Credit Documents, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the ClosingNotes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges incurred in connection with, perfecting, maintaining and protecting, Liens (if any) created or contemplated to be created pursuant to any Credit Documents at any time. The Borrower hereby indemnifies the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender and the Banks and their respective directors, officers, employees, agents and Affiliates (each of which is sometimes referred to in this subsection as an “Indemnified Party”) and agrees to hold each Indemnified Party harmless against, any and all losses, claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or any Bank) that arise out of or in any way relate to or result from the making of Loans hereunder or the other transactions contemplated hereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such Indemnified Party is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Party or in any action in which the Borrower is the prevailing party against such Indemnified Party. Neither the Administrative Agent, the Issuing Bank, the Swingline Lender, the Lead Arranger, the Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.

Expenses Indemnification Etc. The Borrower agrees (a) Whether to pay or not reimburse the transactions contemplated hereby shall be consummatedAdministrative Agent, the Obligors will pay all expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and XxxxxxIssuing Banks, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number Joint Lead Arrangers on demand for each series of the Notes; and (vi) the their reasonable out-of-pocket costs and expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereofwithout limitation, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the reasonable fees and disbursements expenses of the Purchasers' special counsel which are reflected as unpaid in the statement to such Persons) up to a maximum amount of Xxxxxxx and Xxxxxx$8,000, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions hereby contemplated negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents on or about the Closing Date and the initial making of the Loans hereunder, (b) to pay or reimburse the Administrative Agent, the Issuing Banks, the Joint Lead Arrangers, the Documentation Agents and the Banks for all reasonable out-of-pocket costs and expenses of such Persons (including unposted disbursements as reasonable counsels’ fees and expenses) in connection with the enforcement of this Agreement and any of the date other Credit Documents, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the ClosingRevolving Credit Notes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges incurred in connection with, perfecting, maintaining and protecting, Liens (if any) created or contemplated to be created pursuant to any Credit Documents at any time. The Borrower hereby indemnifies the Administrative Agent, the Issuing Banks, the Joint Lead Arrangers, the Documentation Agents, and the Banks and their respective directors, officers, employees, agents and affiliates (each of which is sometimes referred to in this subsection as an “Indemnified Party”) and agrees to hold each Indemnified Party harmless against, any and all losses, claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or any Bank) that arise out of or in any way relate to or result from the making of Loans hereunder or the other transactions contemplated hereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such Indemnified Party is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Party or in any action in which the Borrower is the prevailing party against such Indemnified Party. Neither the Administrative Agent, any Issuing Bank, any Joint Lead Arranger, any Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.

Expenses Indemnification Etc. (a) Whether or not the transactions contemplated hereby shall be consummated, the Obligors Company will pay all reasonable expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs cost and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Obligors Company or the general partner of Star Gas its Subsidiaries (including any opinions requested by the PurchasersHolders' special counsel, Xxxxxxx Mayer, Brown, Rowe & Maw and XxxxxxDewey Ballantine LLP, as to any legal matter arising hereunderhxxxxnder) and all certificates axx xxxxxxxxxxxx on behalf of the Obligors Company or the general partner any of Star Gasits Subsidiaries, and of the ObligorsCompany's or any of its Subsidiaries' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each PurchaserHolder's principal office, insured to such PurchaserHolder's reasonable satisfaction, the Notes issued in exchange for the Notes sold to such Purchaser Holder hereunder and any Notes delivered to such Purchaser Holder upon any substitution thereof pursuant to Section 14 this Agreement and of such Purchasera Holder's delivering delivery of any Notes, insured to such PurchaserHolder's reasonable satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of the PurchasersHolders' special counsel, Xxxxxxx Mayer, Brown, Rowe & Maw and Xxxxxx, and Dewey Ballantine LLP (or such other counsel as may be xxxxcted by the PurchasersXxxxxxx) xxx xxe Holders' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including reasonable attorneys' fees, incurred by any Purchaser the Collateral Agent and the Holders or any subsequent holder Holder of a Note in enforcing (or determining whether or how to enforce) defending any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with (A) this Agreement Agreement, (B) any Operative Agreement, (C) the Notes, or (D) the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Noteshereby; and (viv) the reasonable out-of-pocket expenses incurred by any Purchaser the Collateral Agent and the Holders in connection with such transactions and any such amendments or waivers; provided that the Company shall be required to pay the cost and expenses of only one firm (and any local counsel) retained by the Holders in connection with any waivers or amendments. The Obligors Company also will pay, and will save the Purchasers and each other holder of any Notes Holder harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the PurchasersHolders) and any and all liabilities with respect to any taxes Taxes (including interest and penalties) (other than income taxes) which may be payable in respect of the execution and delivery hereof, the issue issuance of the Notes hereunder hereunder, any payment of principal, interest, Premium Amount, if any, arising under the Notes and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the fees and disbursements of the Purchasers' special counsel which are reflected as unpaid in the statement of Xxxxxxx and Xxxxxx, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of the date of the Closing).

Expenses Indemnification Etc. The Borrower agrees (a) Whether to pay or not reimburse the transactions contemplated hereby shall be consummatedAdministrative Agent, the Obligors will pay all expenses in connection with such transactions and in connection with any amendments or waivers (whether or not Issuing Bank, the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing this Agreement Swingline Lender and the other Operative Agreements, of furnishing all opinions by counsel Lead Arranger on demand for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the their reasonable out-of-pocket costs and expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereofwithout limitation, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the reasonable fees and disbursements expenses of the Purchasers' special counsel which are reflected as unpaid in the statement of Xxxxxxx and Xxxxxxto such Persons), their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions hereby contemplated negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the making of the Loans hereunder, (b) to pay or reimburse the Administrative Agent, the Issuing Bank, the Swingline Lender, the Lead Arranger, the Documentation Agent and the Banks for all reasonable out-of-pocket costs and expenses of such Persons (including unposted disbursements as reasonable counsels' fees and expenses) in connection with the enforcement of this Agreement and any of the date other Credit Documents, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the ClosingNotes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges incurred in connection with, perfecting, maintaining and protecting, any Liens created or contemplated to be created pursuant to any Credit Documents at any time. The Borrower hereby indemnifies the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender and the Banks and their respective directors, officers, employees, agents and Affiliates (each of which is sometimes referred to in this subsection as an "Indemnified Party") and 49 agrees to hold each Indemnified Party harmless against, any and all losses, claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or any Bank) that arise out of or in any way relate to or result from the making of Loans hereunder or the other transactions contemplated hereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such Indemnified Party is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Party or in any action in which the Borrower is the prevailing party against such Indemnified Party. Neither the Administrative Agent, the Issuing Bank, the Swingline Lender, the Lead Arranger, the Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.

Expenses Indemnification Etc. (a) Whether Each of the Loan Parties agrees, whether or not the transactions contemplated hereby shall be consummated, to pay, and save the Obligors will pay Agent harmless against liability for the payment of, (i) reasonable syndication related expenses (including legal costs) of the Agent incurred, and all other out-of-pocket expenses of the Agent arising in connection with such transactions transactions, (ii) all filing and recordation fees which may at any time be payable in respect of the Collateral Security Documents or the Supplemental Collateral Security Documents, (iii) all reasonable stenographic and duplication costs and the reasonable fees and expenses of counsel to the Agent in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfactionAgreement, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfactionthe Letters of Credit the Collateral Security Documents or any other loan Instrument, upon any such substitution; (iii) the feestransactions contemplated hereby or thereby, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs reasonable cost and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note the Agent and the Lenders in enforcing (or determining whether or how to enforce) any of their rights under this Agreement Agreement, the Notes, the Letters of Credit, the Collateral Security Documents or any other Operative Agreement including, without limitation, the Notes Basic Document or in responding to complying with any subpoena or other legal process served upon the Agent or any of the Lenders in connection with this Agreement Agreement, the Notes, the Letters of Credit, the Collateral Security Documents or any other Basic Document, or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, thereby including without limitation, costs and expenses incurred in any bankruptcy case; case and (v) the cost reasonable costs and expenses of obtaining a Private Placement Number for each series of the Notes; expenses, including attorneys' fees, and (vi) the reasonable out-of-pocket expenses all stenographic and duplication costs, incurred by any Purchaser the Agent in connection with such transactions and any such amendments or waivers. The Obligors also will payrelating to the negotiation, and will save the Purchasers and each other holder preparation, execution or delivery of any Notes harmless fromamendment, all claims in respect of the feesmodification, if anysupplement, of brokers and finders (unless engaged consent or waiver requested by the Purchasers) and any and all liabilities with respect party relating to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereofthis Agreement, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay Letters of Credit, the fees and disbursements of Collateral Security Documents, or any other Basic Document or the Purchasers' special counsel which are reflected as unpaid in the statement of Xxxxxxx and Xxxxxx, their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions transaction contemplated hereby contemplated (including unposted disbursements as of the date of the Closing)or thereby.

Expenses Indemnification Etc. The Borrower agrees (a) Whether to pay or not reimburse the transactions contemplated hereby shall be consummatedAdministrative Agent, the Obligors will pay all expenses in connection with such transactions and in connection with any amendments or waivers (whether or not Issuing Bank, the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing this Agreement Swingline Lender and the other Operative Agreements, of furnishing all opinions by counsel Lead Arranger on demand for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the their reasonable out-of-pocket costs and expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Purchasers) and any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery hereofwithout limitation, the issue of the Notes hereunder and any amendment or waiver under or in respect hereof or of the Notes. In furtherance of the foregoing, on the date of the Closing, the Obligors will pay the reasonable fees and disbursements expenses of the Purchasers' special counsel which are reflected as unpaid in the statement of Xxxxxxx and Xxxxxxto such Persons), their special counsel, delivered to Star Gas prior to the date of the Closing; and thereafter the Obligors will pay, promptly upon receipt of supplemental statements therefor from time to time, additional fees, if any, and disbursements of the Purchasers' special counsel in connection with the transactions hereby contemplated negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the making of the Loans hereunder, (b) to pay or reimburse the Administrative Agent, the Issuing Bank, the Swingline Lender, the Lead Arranger, the Documentation Agent and the Banks for all reasonable out-of-pocket costs and expenses of such Persons (including unposted disbursements as reasonable counsels’ fees and expenses) in connection with the enforcement of this Agreement and any of the date other Credit Documents, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the ClosingNotes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges incurred in connection with, perfecting, maintaining and protecting, any Liens created or contemplated to be created pursuant to any Credit Documents at any time. The Borrower hereby indemnifies the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender and the Banks and their respective directors, officers, employees, agents and Affiliates (each of which is sometimes referred to in this subsection as an “Indemnified Party”) and agrees to hold each Indemnified Party harmless against, any and all losses, claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or any Bank) that arise out of or in any way relate to or result from the making of Loans hereunder or the other transactions contemplated hereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such Indemnified Party is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Party or in any action in which the Borrower is the prevailing party against such Indemnified Party. Neither the Administrative Agent, the Issuing Bank, the Swingline Lender, the Lead Arranger, the Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.