Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including including, without limitation, all reasonable attorneys’ fees for consultants and fees and time charges of reasonable expenses for attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent), but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), reviewadministration, amendment, modification, and administration enforcement of the Loan Documents. The Borrower also agrees , provided that reimbursement for such fees and expenses for attorneys will be limited to reimburse one counsel for the Administrative Agent and, if applicable, one local counsel in each LC Issuer material jurisdiction for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunderAdministrative Agent. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ including, without limitation, all fees and time charges of reasonable expenses for attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders, which attorneys may be employees of the Administrative AgentAgent or the Lenders), a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Agent or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower also further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel including, without limitation, all reasonable fees and disbursementsexpenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) incurred in connection with defense thereof bywhich any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a result final non-appealable judgment of conduct a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower that violates a sanction enforced by OFACunder this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including including, without limitation, all reasonable attorneys’ fees for consultants and fees and time charges of reasonable expenses for attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent), but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), reviewadministration, amendment, modification, and administration enforcement of the Loan Documents. The Borrower also agrees , provided that reimbursement for such fees and expenses for attorneys will be limited to reimburse one counsel for the Administrative Agent and, if applicable, one local counsel in each LC Issuer material jurisdiction for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunderAdministrative Agent. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ including, without limitation, all fees and time charges of reasonable expenses for attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders, which attorneys may be employees of the Administrative AgentAgent or the Lenders), a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Agent or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower also further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel including, without limitation, all reasonable fees and disbursementsexpenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) incurred in connection with defense thereof bywhich any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a result final non-appealable judgment of conduct a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower that violates a sanction enforced by OFACunder this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review (including the costs of internal review of a third party environmental review), charges and disbursements of outside counsel to the Administrative Agent or such Joint Lead Arranger and/or following the occurrence of an Event of Default the allocated costs of in-house counsel incurred from time to time, in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including reasonable attorneys’ fees charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the LendersLenders (determined on the basis of each such counsel’s generally applicable rates, which attorneys may be employees higher than the rates such counsel charges such parties in certain matters) and/or the allocated costs of the Administrative Agentin-house counsel incurred from time to time, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuerthe Arrangers, the Swingline Lender LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all without limitation, reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) 9.6.1 The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ fees and time charges of attorneys and paralegals for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent, but excluding attorneys’ limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all such parties (taken as a whole) and, if reasonably necessary, a single local counsel for all such parties (taken as a whole) in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected indemnified parties similarly situated and taken as whole) and reasonable expenses of and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor any Arranger) paid or incurred by the Administrative Agent or such Joint Lead any Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Syndication Agent, the Swingline Lender Co-Documentation Agents, the Arrangers and the Lenders for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Syndication Agent, the Swingline Lender Co-Documentation Agents, the Arrangers and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuerthe Syndication Agent, the Swingline Lender Co-Documentation Agents, the Arrangers or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuerthe Syndication Agent, the Swingline Lender Co-Documentation Agents, the Arrangers or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or such Joint Lead Arranger incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Reports described in the following sentence. The Borrower acknowledges that from time to time Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Administrative Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Co-Administrative Agents (which, for purposes of this Section 9.6, shall also include the Designated Agent and each Joint Lead Arranger in its capacity as such) upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Co-Administrative Agent or such Joint Lead Arranger Agents, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Co-Administrative Agents and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetCo-Administrative Agents), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable outthe Co-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC IssuerAgents, the Swingline Lender LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Co-Administrative Agent, each Joint Lead Arranger, each LC IssuerAgents, the Swingline Lender LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Co-Administrative Agent, any Joint Lead ArrangerAgents, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Reports described in the following sentence. The Borrower acknowledges that from time to time Designated Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Designated Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Designated Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP registration expenses and reasonable fees, charges and disbursements of one primary legal counsel for the Administrative Agent and the Arranger, one local counsel in each relevant jurisdiction for the Administrative Agent and the Arranger, and regulatory counsel for the Administrative Agent and the Arranger, in each case, incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, modification and administration of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders for any reasonable costs, internal charges costs and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys one primary legal counsel for the Administrative Agent, each Joint Lead the LC Issuers and the Arranger, one local counsel in each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of relevant jurisdiction for the Administrative Agent, a Joint Lead the LC Issuers and the Arranger, an LC Issuerregulatory counsel for the Administrative Agent and the Arranger, one additional counsel for all Lenders other than the Swingline Lender Administrative Agent, and additional counsel in light of actual or a Lender) potential conflicts of interest or the availability of different claims or defenses, in each case, incurred from time to time, paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuers or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed Expenses being reimbursed by OFAC againstthe Borrowers under this Section include, without limitation, the cost and all reasonable costs and expenses (including counsel fees and disbursements) expense incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrowers acknowledge that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrowers, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Arranger, each the LC IssuerIssuer and the Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, the Swingline Lender Arranger, the LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof bythe Reports described in the following sentence. The Borrower acknowledges that from time to time Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Administrative Agent from information furnished to it by or on behalf of the Borrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement. Notwithstanding the foregoing, the obligation to reimburse the Administrative Agent, the Arranger, the LC Issuer or any Lender in connection with the matters described above shall be limited to one primary counsel, and one additional local counsel in each applicable jurisdiction, for the Administrative Agent, one additional counsel for all the Lenders other than the Administrative Agent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for the Administrative Agent, the Arranger, the LC Issuer or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFACLender.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket , and expenses incurred by such LC Issuer in connection with assessing and responding to any subpoena, garnishment or similar process served on the issuance Administrative Agent relating to the Borrower, any Collateral, any Loan Document or Modification the extensions of any Facility LC or any demand for payment thereundercredit evidenced thereby. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section 10.6(a) include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an LC Issuer, the Swingline Lender Issuer or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of an annual on site inspection and audit of Borrower's Inventory (or any civil penalty or fine assessed by OFAC against, other collateral the subject of the Collateral Documents) and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Reports described in the following sentence. The Borrower acknowledges that from time to time the Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by the Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after the Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or such Joint Lead Arranger incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Reports described in the following sentence. The Borrower acknowledges that from time to time Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Administrative Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each the Administrative Agent, the Arranger, the LC Issuer and the Lenders for all any reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification costs and expenses, including, without limitation, filing and recording costs and fees, costs of any Facility LC or any demand for payment thereunder. The Borrower also agrees environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates Borrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement. Each payment under this Section 9.6 shall be made within ten days following demand therefor accompanied by a sanction enforced by OFACreasonably detailed invoice.

Expenses; Indemnification. (ai) The Borrower Borrowers shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration (including, without limitation, preparation of the reports described below) of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender Arranger or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Arranger or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees Borrowers acknowledge and agree that from time to pay time the Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to any civil penalty Borrower's and Guarantors' assets for internal use by the Agent from information furnished to it by or fine assessed by OFAC againston behalf of the Borrowers, after the Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any Lender requests copies of any future similar Reports which the Agent has prepared, then the Agent will provide such reports to such Lender provided that such Lender has executed an indemnity agreement acceptable to the Agent. The Borrowers further acknowledge and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, agree that the Administrative Agent or any Lender as a result of its agents or representatives may conduct reasonable comprehensive field audits of the Borrower Property of the Company and each Subsidiary, financial or accounting records of the Company and each Subsidiary and other documents of the Company and each Subsidiary, in each case only to the extent any of the foregoing is reasonably related to the credit evaluation by the Agent and the Lenders under this Agreement, provided that violates (x) other than after the occurrence and during continuance of a sanction enforced by OFACDefault, no more than one such comprehensive field audit shall be conducted in any fiscal year and (y) only after the occurrence and during continuance of a Default shall such field audits be at the Company's expense.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent for all reasonable and each Joint Lead Arranger for any reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or such Joint Lead Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Reports described in the following sentence. The Borrower acknowledges that from time to time Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Administrative Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower Domestic Borrowers shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, amendment and administration modification of the Loan Documents. The Borrower Borrowers also agrees agree, subject to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection Section 2.27.1 with respect to the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees Foreign Borrowers, to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed Expenses being reimbursed by OFAC againstthe Domestic Borrowers under this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. Each Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the assets of the Borrower that violates a sanction enforced Company and its Subsidiaries for internal use by OFACU.S. Bank from information furnished to it by or on behalf of the Company and its Subsidiaries, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent Agents and each Joint Lead Arranger the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securitieseach Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesArrangers) paid or incurred by the Administrative any Agent or such Joint Lead Arranger the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC IssuerAgents, the Swingline Lender Arrangers, the Issuing Bank and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead Arranger, each LC IssuerAgents, the Swingline Lender Arrangers, the Issuing Bank and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, a Joint Lead Arranger, an LC IssuerAgents, the Swingline Lender Arrangers, the Issuing Bank or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC IssuerAgents, the Swingline Lender Arrangers, the Issuing Bank or any Lender in connection with (i) the collection and enforcement of the Loan DocumentsDocuments and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower also agrees acknowledges that from time to pay any civil penalty time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or fine assessed duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Agents from information furnished to them by or any Lender as a result of conduct on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review (including the costs of internal review of a third party environmental review), charges and disbursements of one primary firm of outside counsel to the Administrative Agent and the Arranger, and/or following the occurrence of an Event of Default the allocated costs of in-house counsel incurred from time to time, in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket Documents and any commitment letters relating thereto (including without limitation expenses incurred by such LC Issuer in connection with of the issuance or Modification of any Facility LC or any demand for payment thereunder“DebtX” database and if applicable CUSIP registration expenses). The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable and documented costs, internal charges and out-of-pocket expenses (expenses, including reasonable attorneys’ fees charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all without limitation, reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof bythe Reports described in the following sentence; provided, however, that the Administrative Agent Borrower shall be required to reimburse reasonable and documented costs and expenses incurred in connection with Reports generated only once in a calendar year unless there is a continuing Event of Default, in which case the Borrower shall reimburse costs and expenses for Reports generated during such time. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, amendment and administration modification of the Loan Documents. The Borrower Borrowers also agrees agree, subject to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection Section 2.27.1 with respect to the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees Foreign Subsidiary Borrowers, to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed Expenses being reimbursed by OFAC againstthe Company under this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Company acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the assets of the Borrower that violates a sanction enforced Company and its Subsidiaries for internal use by OFACU.S. Bank from information furnished to it by or on behalf of the Company and its Subsidiaries, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent, the Arranger and the Collateral Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent Agent, the Arranger and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesCollateral Agent) paid or incurred by the Administrative Agent, the Arranger or the Collateral Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender Collateral Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender Collateral Agent and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender Collateral Agent or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all without limitation, reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent reports described in the following two sentences. The Borrower acknowledges that Bank One may prepare and distribute to the Lenders annual audit reports (and shall distribute copies to each Lender that requests a copy in writing of any such report actually prepared by Bank One) pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or any Lender as a result of conduct on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. The Borrower acknowledges that violates Bank One may, in certain extraordinary circumstances, prepare and distribute other audit reports to the Lenders (and shall distribute copies to each Lender that requests a sanction enforced copy in writing of any report actually prepared by OFACBank One) pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. The Borrower acknowledges that the foregoing two sentences shall not limit Bank One's right to prepare additional audit reports at its own expense from time to time.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable and properly documented costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securitiesor the Arranger, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by or the Administrative Agent and/or Xxxxx Fargo SecuritiesArranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender and the Lenders for any reasonable and properly documented costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, the Swingline Lender or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees acknowledges that from time to pay any civil penalty time HNB may prepare and may distribute to the Lenders (but shall have no obligation or fine assessed duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent from information furnished to it by or any Lender as a result of conduct on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger BNPPSC for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including reasonable attorneys’ and accountants’ fees and time charges of attorneys and accountants for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead Arranger BNPPSC in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC IssuerBNPPSC, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC IssuerBNPPSC, the Swingline Lender Issuers and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC IssuerBNPPSC, the Swingline Lender Issuers or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC IssuerBNPPSC, the Swingline Lender Issuers or any Lender in connection with the collection and enforcement of the Loan Documents. The Notwithstanding the foregoing sentence, the Lenders shall only be reimbursed for the attorneys’ fees and time charges of attorneys of one counsel that will represent all the Lenders unless (i) a conflict arises such that the Lenders divergent interest can not be represented by one counsel or (ii) it has been determined that special local counsel is necessary in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of an annual on site inspection and audit of Borrower’s Inventory (or any civil penalty or fine assessed by OFAC against, other collateral the subject of the Collateral Documents) and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Reports described in the following sentence. The Borrower acknowledges that from time to time the Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after the Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger upon demand for any reasonable costs, internal charges and out-of-pocket all expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, reasonable travel expenses and fees, reasonable charges and disbursements of outside counsel to the Administrative Agent or such Joint Lead Arranger and the Arrangers incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, reasonable travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments (including workouts and restructurings). The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable under this Section include costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also Applicant agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any GE Capital and its subcontractors, servicers and agents upon demand for payment thereunder. The Borrower also agrees and to reimburse the Administrative Agentindemnify and hold GE Capital harmless from and against all claims, each Joint Lead Arrangerliabilities, each LC Issuerlosses, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses ("Indemnified Liabilities") including counsel attorneys' fees and disbursements) , incurred or suffered by GE Capital and its subcontractors, servicers and agents in connection with this Agreement or any Credit. Such Indemnified Liabilities shall include, but not be limited to, all such Indemnified Liabilities incurred or suffered by GE Capital and its subcontractors, servicers and agents in connection with (a) GE Capital's exercise of any right or remedy granted to it hereunder or under the Loan Documents, (b) any claim and the prosecution or defense thereof byarising out of or in any way connected with this Agreement including, the Administrative Agent or any Lender without limitation, as a result of conduct any act or omission by a Beneficiary, (c) the collection or enforcement of the Borrower that violates Obligations, and (d) any of the events or circumstances referred to in paragraph 3(b) hereof, including any defense by GE Capital in an action in which Applicant obtains an injunction against presentation or honor of any Draft. None of GE Capital or any subcontractor, servicer or agent of GE Capital shall be liable to Applicant for any special, indirect, consequential or punitive damages arising with respect to any Credit. Applicant must in all instances mitigate damages claimed against GE Capital or any subcontractor, servicer or agent arising with respect to any Credit. If GE Capital honors a sanction enforced Draft or presentation under a Credit for which Applicant claims it is not obligated to reimburse GE Capital, Applicant shall nonetheless pay to GE Capital the amount paid by OFACGE Capital, without prejudice to Applicant's claims against GE Capital to recover fees and costs paid by Applicant with respect to the honored presentation plus any direct damages resulting therefrom which Applicant is unable to avoid or reduce. Applicant's prevailing in an action based on forgery or fraud of the Beneficiary or other presenter does not relieve Applicant from its obligation to pay GE Capital's costs and expenses in contesting the entry or maintenance of injunctive relief.

Expenses; Indemnification. Transferor and ICP jointly and severally shall pay on demand (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket fees and expenses (including reasonable attorneys' fees and expenses) of the Agent incurred by such LC Issuer in connection with the issuance or Modification preparation, execution, delivery, administration, amendment, modification and waiver of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Transaction Documents and the Lenders making and repayment of the Purchases, including any Servicer or collection agent fees paid to any third party for any services rendered to the Purchasers and the Agent in collecting the Receivables and (b) all reasonable costs, internal charges and out-of-pocket fees and expenses of the Purchasers and the Agent (including reasonable attorneys’ ' fees and time charges expenses of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursementstheir counsel) incurred in connection with defense thereof byperformance by the Agent of its administrative duties under this Agreement, any consulting performed by the Agent at the request of the Transferor, and the enforcement of the Transaction Documents against Transferor, Servicer, Guarantor and the Sellers and in connection with any workout or restructuring of the Transaction Documents. In addition, Transferor will pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, recording or enforcement of this Agreement or any payment made under the Transaction Documents, and hereby indemnifies and saves the Agent and the Purchasers harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay the taxes and fees. Transferor and ICP jointly and severally agree to reimburse and indemnify the Agent and each Purchaser and their respective officers, directors, shareholders, controlling Persons, employees and agents (collectively, the Administrative "Indemnitees") from and against any and all actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be imposed on, asserted against or incurred or suffered by the Agent or the Purchasers (including fees and expenses of legal counsel, accountants and experts) in any Lender way relating to or arising out of any Transaction Document. Additional amounts sufficient to indemnify the Purchasers, Agent or other Indemnitees under this Section 10.5 shall constitute "Additional Amounts" for purposes of the Supplement, and the Purchasers, Agent or other Indemnities shall be entitled to receive these additional amounts, solely from amounts allocated thereto and paid pursuant to the Supplement. Notwithstanding the foregoing (and with respect to clause (x) below, without prejudice to the rights that an Indemnitee may have pursuant to the other provisions of the Transaction Documents), in no event shall any Indemnitee be indemnified against any amounts (w) resulting from gross negligence or willful misconduct on the part of such Indemnitee (or any of its officers, directors, employees, affiliates or agents) or the failure of such Indemnitee to perform its obligations under the Transaction Documents, (x) to the extent they include amounts in respect of Receivables and reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor or (y) to the extent they are or result from lost profits (other than any interest or prepayment premium or early termination amount). If for any reason the indemnification provided in this section is unavailable to an Indemnitee or is insufficient to hold it harmless, then Transferor and ICP jointly and severally shall contribute to the amount paid by the Indemnitee as a result of conduct any loss, claim, damage or liability in a proportion that is appropriate to reflect not only the relative benefits received by the Indemnitee on the one hand and Transferor and ICP on the other hand, but also the relative fault of the Borrower Indemnitee (if any), Transferor and ICP and any other relevant equitable considerations; provided that violates the Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor pursuant to the penultimate paragraph of Section 4.3 or priority fifth of Section 4.4 of the Supplement, and there shall be no recourse to Transferor for all or any part of any amounts payable pursuant to this section if the funds are at any time insufficient to make all or part of any such payments. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a sanction enforced by OFACclaim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all under this Section include reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Wachovia may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Wachovia from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Wachovia has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any their reasonable costs, internal charges and reasonable out-of-pocket expenses (including including, in the case of the Administrative Agent, reasonable attorneys’ fees and fees, time charges and expenses of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which including attorneys may be that are employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead either Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internetInternet), review, amendment, modification, amendment and modification of the Loan Documents and the review and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer Documents in connection with any request made by the issuance or Modification Borrower; provided that the Borrower shall only be required to reimburse the Administrative Agent for the fees and expenses of any Facility LC or any demand for payment thereunderone law firm, subject to the limitations agreed to by the Borrower and the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each the LC IssuerIssuers, the Swingline Lender Lender, the Arrangers and the Lenders for any their reasonable costs, internal charges and reasonable out-of-pocket expenses (including reasonable attorneys’ fees and fees, time charges and expenses of attorneys for the Administrative Agent, each Joint Lead Arranger, each the LC IssuerIssuers, the Swingline Lender Lender, the Arrangers and the Lenders, which including attorneys may be that are employees of the Administrative Agent, a Joint Lead Arranger, an the LC IssuerIssuers, the Swingline Lender Lender, the Arrangers or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arrangerthe Swingline Lender, any LC Issuer, the Swingline Lender either Arranger or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay Documents during the existence of any civil penalty or fine assessed by OFAC againstDefault, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent any proceeding described in Section 7.6 or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC7.7.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review (including the costs of internal review of a third party environmental review), charges and disbursements of outside counsel to the Administrative Agent and the Arranger (determined on the basis of such Joint Lead counsel’s generally applicable rates, which may be higher than the rates such counsel charges the Administrative Agent and the Arranger in certain matters) and/or following the occurrence of an Event of Default the allocated costs of in-house counsel incurred from time to time, in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including reasonable attorneys’ fees charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the LendersLenders (determined on the basis of such counsel’s generally applicable rates, which attorneys may be employees higher than the rates such counsel charges such parties in certain matters) and/or the allocated costs of the Administrative Agentin-house counsel incurred from time to time, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all without limitation, reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall Applicant agrees to reimburse the Administrative Agent GE Capital and each Joint Lead Arranger Issuer upon demand for any reasonable costsand to indemnify and hold GE Capital, internal charges Issuer and out-of-pocket its correspondents harmless from and against all claims, liabilities, losses, costs and expenses (“Indemnified Liabilities”) including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent disbursements, incurred or suffered by GE Capital and/or Issuer and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger its correspondents in connection with the preparationany Credit. Such Indemnified Liabilities shall include, negotiationbut not be limited to, execution, delivery, syndication, distribution all such Indemnified Liabilities incurred or suffered by GE Capital and/or Issuer and its correspondents in connection with (including via the internet), review, amendment, modification, and administration a) GE Capital and/or Issuer’s exercise of any right or remedy granted to it hereunder or under the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of , (b) any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender claim and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender prosecution or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof byarising out of or in any way connected with this Agreement including, the Administrative Agent or any Lender without limitation, as a result of conduct any act or omission by a Beneficiary, (c) the collection or enforcement of the Borrower Obligations, and (d) any of the events or circumstances referred to in paragraph 3(b) hereof, including any defense by GE Capital and/or Issuer in an action in which Applicant obtains an injunction against presentation or honor of any Draft. None of GE Capital, Issuer or any correspondent shall be liable to Applicant for any special, indirect, consequential or punitive damages arising with respect to any Credit. Applicant must in all circumstances mitigate damages claimed against GE Capital or Issuer. If Issuer honors a Draft or presentation under a Credit and GE Capital reimburses Issuer therefor, and Applicant claims that violates a sanction enforced it is not obligated to reimburse GE Capital for such Draft, Applicant shall nonetheless pay to GE Capital the amount paid by OFACGE Capital, without prejudice to Applicant’s claims against GE Capital or Issuer to recover fees and costs paid by Applicant with respect to the honored presentation plus any direct damages resulting therefrom which Applicant is unable to avoid or reduce. Applicant’s prevailing in an action based on forgery or fraud of the Beneficiary or other presenter does not relieve Applicant from its obligation to pay Issuer’s costs and expenses in contesting the entry or maintenance of injunctive relief.

Expenses; Indemnification. (a) The Borrower shall reimburse the Co-Administrative Agents (which, for purposes of this Section 9.6, shall also include the Designated Agent and each Joint Lead Arranger in its capacity as such) upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Co-Administrative Agent or such Joint Lead Arranger Agents, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP costs and reasonable fees, charges and disbursements of outside counsel to the Co-Administrative Agents and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetCo-Administrative Agents), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable outthe Co-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC IssuerAgents, the Swingline Lender LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Co-Administrative Agent, each Joint Lead Arranger, each LC IssuerAgents, the Swingline Lender LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Co-Administrative Agent, any Joint Lead ArrangerAgents, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Reports described in the following sentence. The Borrower acknowledges that from time to time Designated Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Designated Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Designated Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower Whirlpool shall reimburse the Administrative Agent and each Joint Lead Arranger the Fronting Agent for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securitiesfees) paid or incurred by the Administrative Agent or such Joint Lead Arranger and the Fronting Agent in connection with the preparation, negotiationnegotiation review, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower Whirlpool also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Fronting Agent and the Lenders for any reasonable costs, internal charges and out-of-of- pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Fronting Agent and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender Fronting Agent or a any Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Fronting Agent or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also Whirlpool further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, the Fronting Agent, each Issuing Lender and each Lender and each of their respective directors, officers, affiliates, agents and employees (each an “Indemnified Person”) against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel fees and disbursements) incurred in connection with defense thereof byincluding, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Administrative Agent Fronting Agent, an Issuing Lender, a Lender or any Lender as other Indemnified Person is a result party thereto) which any of conduct them may pay or incur arising out of or relating to the Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the Borrower proceeds of any Loan or Letter of Credit hereunder; provided, however, that violates a sanction enforced by OFACWhirlpool shall not be liable to any Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. Notwithstanding anything in this Credit Agreement to the contrary, Whirlpool shall indemnify the Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or arising out of making Advances or issuing Letters of Credit in Agreed Currencies other than Dollars. The obligations of Whirlpool under this Section 10.06 shall survive the termination of this Credit Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securitiesthe Arrangers, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by or the Administrative Agent and/or Xxxxx Fargo SecuritiesArrangers) paid or incurred by the Administrative Agent or such Joint Lead Arranger the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each the Arrangers the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuerthe Arrangers, the Swingline Lender LC Issuer or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuerthe Arrangers, the Swingline Lender LC Issuer or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments or the preservation of its rights thereunder. The Expenses being reimbursed by Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Reports described in the following sentence. Borrower acknowledges that from time to time the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to Borrower’s assets for internal use by the Administrative Agent from information furnished to it by or on behalf of conduct Borrower, after the Administrative Agent has exercised its rights of the Borrower that violates a sanction enforced by OFACinspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger and/or the allocated coasts of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each the Administrative Agent, the Arranger, the LC Issuer Issuers and the Lenders for all reasonable any out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification expenses, including, without limitation, filing and recording costs and fees, costs of any Facility LC or any demand for payment thereunder. The Borrower also agrees environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable costsand/or the allocated costs of in-house counsel incurred from time to time, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender Issuer or a Lender) paid or incurred by the Administrative Agent, any either Joint Lead Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all under this Section include reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Wachovia may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Wachovia from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Wachovia has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower Borrowers shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration (including, without limitation, preparation of the reports described below) of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender Arranger or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Arranger or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees Borrowers acknowledge and agree that from time to pay time the Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to any civil penalty Borrower's and Guarantors' assets for internal use by the Agent from information furnished to it by or fine assessed by OFAC againston behalf of the Borrowers, after the Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any Lender requests copies of any future similar Reports which the Agent has prepared, then the Agent will provide such reports to such Lender provided that such Lender has executed an indemnity agreement acceptable to the Agent. The Borrowers further acknowledge and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, agree that the Administrative Agent or any Lender as a result of its agents or representatives may conduct comprehensive field audits of its books, records, properties and assets and of the Borrower books, records properties and assets of each Subsidiary of the Company, including without limitation all Collateral subject to the Collateral Documents, at the Borrowers' expense, provided that violates prior to the occurrence of a sanction enforced by OFACDefault no more than one such comprehensive field audits shall be conducted in any fiscal year.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger the Arrangers upon demand for any all reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead any Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and any Arranger incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or Lenders incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuerthe Arrangers, the Swingline Lender LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger Bank for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and reasonable time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesBank, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesBank) paid or incurred by the Administrative Agent or such Joint Lead Arranger Bank in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders Bank for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and reasonable time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the LendersBank, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a LenderBank) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender Bank in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the Mortgage, which appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to pay any civil penalty or fine assessed by OFAC againsttime, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time the Bank may prepare (but shall have no obligation or any Lender as a result of conduct duty to prepare) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by the Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after the Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower Borrowers shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration (including, without limitation, preparation of the reports described below) of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender Arranger or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Arranger or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees Borrowers acknowledge and agree that from time to pay time the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to any civil penalty Borrower’s and Guarantors’ assets for internal use by the Administrative Agent from information furnished to it by or fine assessed by OFAC againston behalf of the Borrowers, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any Lender requests copies of any future similar Reports which the Administrative Agent has prepared, then the Administrative Agent will provide such reports to such Lender provided that such Lender has executed an indemnity agreement acceptable to the Administrative Agent. The Borrowers further acknowledge and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, agree that the Administrative Agent or any Lender as a result of its agents or representatives may conduct comprehensive field audits of its books, records, properties and assets and of the Borrower books, records properties and assets of each Subsidiary of the Company, including without limitation all Collateral subject to the Collateral Documents, at the Borrowers’ expense, provided that violates prior to the occurrence of a sanction enforced by OFACDefault no more than one such comprehensive field audits shall be conducted in any fiscal year.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' and paralegals' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' and paralegals' fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in any civil penalty relevant Collateral Document, which appraisal shall be in conformity with the applicable requirements of any law or fine assessed by OFAC againstany governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ae) The Borrower shall reimburse the Administrative Agent for all reasonable and each Joint Lead Arranger for any reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or such Joint Lead Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Reports described in the following sentence. The Borrower acknowledges that from time to time Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Administrative Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead U.S. Bank as an Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead U.S. Bank as an Arranger, including filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and U.S. Bank as an Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket , and expenses incurred by such LC Issuer in connection with assessing and responding to any subpoena, garnishment or similar process served on the issuance Administrative Agent relating to the Borrower, any Guarantor, any Loan Document or Modification the extensions of any Facility LC or any demand for payment thereundercredit evidenced thereby. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead U.S. Bank as an Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead U.S. Bank as an Arranger, each the LC Issuer, the Swingline Lender Issuer and the LendersLenders (provided, that the Borrower shall not be responsible for the reasonable fees and disbursements of more than one counsel to the Lenders and any necessary local counsel (limited to one local counsel in each relevant jurisdiction) unless there is an actual or perceived conflict of interest in which attorneys case such affected Persons, taken as a whole, may be employees retain one conflicts counsel) and/or the allocated costs of the Administrative Agentin-house counsel incurred from time to time, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead U.S. Bank as an Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket , and expenses incurred by such LC Issuer in connection with assessing and responding to any subpoena, garnishment or similar process served on the issuance Administrative Agent relating to the Borrower, any Collateral, any Loan Document or Modification the extensions of any Facility LC or any demand for payment thereundercredit evidenced thereby. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section 10.6(a) include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of Reports described in the Borrower that violates a sanction enforced by OFAC.following 52 4891-7239-4657\7 4889-9803-5617\4

Expenses; Indemnification. (a) The Borrower Whirlpool shall reimburse the Administrative Agent and each Joint Lead Arranger the Fronting Agent for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities' fees) paid or incurred by the Administrative Agent or such Joint Lead Arranger and the Fronting Agent in connection with the preparation, negotiationnegotiation review, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower Whirlpool also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Fronting Agent and the Lenders for any reasonable costs, internal charges and out-of-of- pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Fronting Agent and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender Fronting Agent or a any Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Fronting Agent or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also Whirlpool further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, the Fronting Agent and each Lender and each of their respective directors, officers, affiliates, agents and employees (each an "Indemnified Person") against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel fees and disbursements) incurred in connection with defense thereof byincluding, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Administrative Fronting Agent a Lender or any Lender as other Indemnified Person is a result party thereto) which any of conduct them may pay or incur arising out of or relating to the Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the Borrower proceeds of any Loan hereunder; provided, however, that violates a sanction enforced by OFACWhirlpool shall not be liable to any Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or expense resulting from such Indemnified Person's gross negligence or willful misconduct. Notwithstanding anything in this Credit Agreement to the contrary, Whirlpool shall indemnify the Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or arising out of making Advances in Agreed Currencies other than Dollars. The obligations of Whirlpool under this Section 10.06 shall survive the termination of this Credit Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger Arrangers upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger Arrangers, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to Administrative Agent and Joint Lead Arrangers and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internetDebtX and any other internet service selected by Administrative Agent), review, amendment, modification, and administration of the Loan DocumentsDocuments (subject to any limits agreed to by Borrower and the Administrative Agent and Joint Lead Arrangers). The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead ArrangerArrangers, each LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for the outside counsel to Administrative Agent, each Joint Lead ArrangerArrangers, LC Issuer and Lenders (provided, that Borrower shall not be responsible for the reasonable fees and disbursements of more than one counsel to Lenders and any necessary local counsel (limited to one local counsel in each LC Issuerrelevant jurisdiction) unless there is an actual or perceived conflict of interest in which case such affected Persons, taken as a whole, may retain one conflicts counsel) and/or the Swingline Lender and the Lendersallocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any Arrangers or LC Issuer, the Swingline Lender or any Lender Issuer in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses; Indemnification. (ai) The Borrower Borrowers shall reimburse the Administrative Agent and each Joint Lead Arranger the Collateral Agent for any reasonable costs, internal charges and out-out- of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securitiesthe Collateral Agent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by or the Administrative Agent and/or Xxxxx Fargo SecuritiesCollateral Agent) paid or incurred by the Administrative Age nt or the Collateral Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Collateral Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Collateral Agent and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender Collateral Agent or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Collateral Agent or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed Expenses being reimbursed by OFAC againstthe Borrowers under this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof bythe Reports described in the following sentence. The Borrowers acknowledges that from time to time Guaranty Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrowers' assets for internal use by Guaranty Bank from information furnished to it by or on behalf of the Borrowers, after Guaranty Bank has exercised its rights of inspection pursuant to this Agreement. (ii) Each Borrower hereby further agrees to indemnify the Agent, the Administrative Collateral Agent and each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Collateral Agent, any Lender or any Lender as affiliate is a result party thereto) which any of conduct them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the Borrower proceeds of any Loan hereunder, including the foregoing to the extent that violates they result from the negligence of the party seeking indemnification but excluding the foregoing to the extent that they are determined in a sanction enforced final and non-appealable judgment by OFAC.a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrowers under this Section 9.7 shall survive the termination of this Agreement. 9.8

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent Agent, the LC Issuer and each Joint the Co-Lead Arranger Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent), which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent Agent, the LC Issuer or such Joint the Co-Lead Arranger Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each the Agents, the Co-Lead Arrangers, the LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative such Agent, each Joint the Co-Lead Arranger, each LC IssuerArrangers, the Swingline Lender LC Issuer and the Lenders), which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative such Agent, any Joint the Co-Lead Arranger, any LC IssuerArrangers, the Swingline Lender LC Issuer or any Lender in connection with the collection preservation of rights under, enforcement of, and enforcement refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent related thereto and to satisfy any obligation of the Borrower under this Agreement or any Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstDocument, and including, without limitation, all reasonable costs and expenses (including counsel fees of foreclosure. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and disbursements) expenses incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower and the Non-U.S. ------------------------- Subsidiary Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesArranger, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by or the Administrative Agent and/or Xxxxx Fargo SecuritiesArranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and administration of the Loan Credit Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable outand the Non-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The U.S. Subsidiary Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead Arrangerthe Swing Line Lender, each any LC Issuer, the Swingline Lender Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arrangerthe Swing Line Lender, each any LC Issuer, the Swingline Lender Arranger and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arrangerthe Swing Line Lender, an any LC Issuer, the Swingline Lender Arranger or a Lenderthe Lenders and other advisors and professionals engaged by the Agent or the Arranger) paid or incurred by the Administrative Agent, any Joint Lead Arrangerthe Swing Line Lender, any LC Issuer, the Swingline Lender Arranger or any Lender in connection with the collection and enforcement of the Loan Credit Documents. The Borrower also agrees and the Non-U.S. Subsidiary Borrower further agree to pay indemnify the Agent, the Swing Line Lender, any civil penalty or fine assessed by OFAC againstLC Issuer, the Arranger and each Lender, its directors, officers and employees against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel fees and disbursements) incurred in connection with defense thereof byincluding, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Administrative Agent Swing Line Lender, an LC Issuer, the Arranger or any Lender is a party thereto) (collectively "LOSSES") which any of them may pay or incur arising out of or relating to this Agreement, the other Credit Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of each Borrower under this Section shall survive the termination of this Agreement; provided, however, that -------- ------- neither Borrower shall be obligated to indemnify any Lender, the Agent, the Swing Line Lender, the Arranger or any LC Issuer with respect to Losses which arise solely from such Lender's, Agent's Swing Line Lender's, Arranger's or LC Issuer's gross negligence or willful misconduct. Notwithstanding anything to the contrary herein, neither Borrower shall be liable to reimburse the Agent, the Swing Line Lender, the LC Issuers, the Arranger or any of the Lenders in respect of disputes which arise or Losses which are incurred by the Agent, the Swing Line Lender, the LC Issuers, the Arranger or any of the Lenders which arise solely as a result of conduct an action or failure to act on the part of the Agent, the Swing Line Lender, an LC Issuer, the Arranger or a Lender and which do not relate in any way to actions or failures to act on the part of the applicable Borrower or any of the Borrower's Subsidiaries. Without otherwise limiting the foregoing, it is understood and agreed that violates a sanction enforced the Non-U.S. Subsidiary Borrower shall not be obligated to indemnify any Lender, the Agent, the Swing Line Lender, the Arranger or any LC Issuer with respect to any amounts determined to be attributable to Loans made to, or Obligations incurred by OFACor on behalf of, the Borrower.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees ' and paralegals' fees, time charges and expenses of attorneys and paralegals for the Administrative Agent and Xxxxx Fargo SecuritiesArrangers, which attorneys and paralegals may or may not be employees of the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger, but excluding attorneys’ and expenses of and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, administration and administration collection of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses SIDLEY AUSTIN BROWN & WOOD expxxxxx (including reasonable attorneys’ fees xxxxxdinx xxtorneys' and paralegals' fees, time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuers or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section 9.6 include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time LaSalle Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "REPORTS") pertaining to the Borrower's assets for internal use by LaSalle Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after LaSalle Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower Obligors shall reimburse the Administrative Agent and each Joint Lead Arranger JPMS for any reasonable costs, internal charges and out-of-pocket costs and expenses (including reasonable attorneys’ fees ' and paralegals' fees, time charges and expenses of attorneys and paralegals for the Administrative Agent and Xxxxx Fargo SecuritiesJPMS, which attorneys and paralegals may not be employees of the Administrative Agent and/or Xxxxx Fargo Securitiesor JPMS, but excluding attorneys’ and expenses of and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor JPMS) paid or incurred by the Administrative Agent or such Joint Lead Arranger JPMS in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, administration and administration collection of the Loan Documents. The Borrower Obligors also agrees agree to reimburse each the Agents, Arrangers, the LC Issuer Issuers and the Lenders for all any reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender costs and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees ' and paralegals' fees, time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead Arranger, each LC IssuerAgents, the Swingline Lender Arrangers, the LC Issuers and the Lenders, which attorneys and paralegals may not be employees of the Administrative Agent, a Joint Lead Arranger, an LC IssuerAgents, the Swingline Lender Arrangers, the LC Issuers or a Lenderthe Lenders) paid or incurred by the Administrative AgentAgents, any Joint Lead Arrangerthe Arrangers, any LC Issuer, the Swingline Lender Issuers or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees Notwithstanding anything herein or in any other Loan Document to the contrary, any and all provisions in this Agreement or in any other Loan Document that obligates the Company or any of its Subsidiaries to pay any civil penalty the attorney's fees or fine assessed by OFAC against, expenses of another Person shall be deemed to obligate the Company or such Subsidiary (as the case may be) to pay the actual and all reasonable costs attorney's fees and expenses (including counsel of such Person and such fees and disbursements) incurred in connection with defense expenses shall be calculated without giving effect to any statutory presumptions as to the reasonableness or the amount thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFACmay apply under applicable law.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also Applicant agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any GE Capital and its subcontractors, servicers and agents upon demand for payment thereunder. The Borrower also agrees and to reimburse the Administrative Agentindemnify and hold GE Capital harmless from and against all claims, each Joint Lead Arrangerliabilities, each LC Issuerlosses, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses ("Indemnified Liabilities") including counsel attorneys' fees and disbursements) , incurred or suffered by GE Capital and its subcontractors, servicers and agents in connection with this Agreement or any Credit. Such Indemnified Liabilities shall include, but not be limited to, all such Indemnified Liabilities incurred or suffered by GE Capital and its subcontractors, servicers and agents in connection with (a) GE Capital's exercise of any right or remedy granted to it hereunder or under the Loan Documents, (b) any claim and the prosecution or defense thereof byarising out of or in any way connected with this Agreement including, the Administrative Agent or any Lender without limitation, as a result of conduct any act or omission by a Beneficiary, (c) the collection or enforcement of the Borrower that violates Obligations, and (d) any of the events or circumstances referred to in Section 3(b) hereof, including any defense by GE Capital in an action in which Applicant obtains an injunction against presentation or honor of any Draft. None of GE Capital or any subcontractor, servicer or agent of GE Capital shall be liable to Applicant for any special, indirect, consequential or punitive damages arising with respect to any Credit. Applicant must in all instances mitigate damages claimed against GE Capital or any subcontractor, servicer or agent arising with respect to any Credit. If GE Capital honors a sanction enforced Draft or presentation under a Credit for which Applicant claims it is not obligated to reimburse GE Capital, Applicant shall nonetheless pay to GE Capital the amount paid by OFACGE Capital, without prejudice to Applicant's claims against GE Capital to recover fees and costs paid by Applicant with respect to the honored presentation plus any direct damages resulting therefrom which Applicant is unable to avoid or reduce. Applicant's prevailing in an action based on forgery or fraud of the Beneficiary or other presenter does not relieve Applicant from its obligation to pay GE Capital's costs and expenses in contesting the entry or maintenance of injunctive relief.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative ------------------------- Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securitiesthe Arranger, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan DocumentsDocuments and the monitoring of the Collateral. The Without limiting the foregoing, the Borrower also agrees to reimburse each LC Issuer for pay all reasonable out-of-pocket of the Agent's costs, fees and expenses (including, without limitation, travel expenses and the cost of any allocated fees of internal auditors) incurred by such LC Issuer in connection with such inspections and audits of the issuance or Modification of any Facility LC or any demand for payment thereunderCollateral. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger the Arrangers for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees expenses of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arrangers) paid or incurred by the Administrative Agent or such Joint Lead Arranger the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuerthe Arrangers, the Swingline Lender LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in any civil penalty relevant Collateral Document, which appraisal shall be in conformity with the applicable requirements of any law or fine assessed by OFAC againstany governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of FIRREA, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by JPMorgan from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after JPMorgan has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including including, without limitation, all reasonable attorneys’ fees for consultants and fees and time charges of reasonable expenses for attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration enforcement of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ including, without limitation, all fees and time charges of reasonable expenses for attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, Agent or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Agent or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments (including, without limitation, any workout). The Borrower also further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, each Lender and their Affiliates, and their directors, officers, and employees against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel including, without limitation, all fees and disbursements) incurred in connection with defense thereof byreasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Administrative Syndication Agent, the Documentation Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The obligations of the Borrower under this Section shall survive the termination of this Agreement. To the extent permitted by applicable law, the Borrower and its Affiliates shall not assert and hereby waive any claim against each Lender and its respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort, or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Loan Document, the transactions contemplated hereby or thereby, any Loan or the use of conduct of proceeds thereof or any act or omission or event occurring in connection therewith, and the Borrower that violates a sanction enforced by OFAChereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ ' and paralegals' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees expenses of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' and paralegals' fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in any civil penalty relevant Collateral Document, which appraisal shall be in conformity with the applicable requirements of any law or fine assessed by OFAC againstany governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of FIRREA, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by JPMorgan from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after JPMorgan has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower Each Loan Party shall pay or reimburse the Administrative Agent and each Joint Lead Arranger Lender for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securitiesa) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer Lender and its Affiliates, including the out-of-pocket fees, charges and disbursements of counsel for Lender, in connection with the issuance or Modification negotiation, preparation, execution, delivery and administration of any Facility LC the Loan Documents or any demand for payment thereunder. The Borrower also agrees to reimburse amendments, modifications or waivers of the Administrative Agent, each Joint Lead Arranger, each LC Issuer, provisions of the Swingline Lender and Loan Documents (whether or not the Lenders for any reasonable costs, internal charges and transactions contemplated thereby shall be consummated); (b) all out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by Lender, including the Administrative Agentout-of-pocket fees, charges and disbursements of any Joint Lead Arrangercounsel for Lender, any LC Issuer, the Swingline Lender or any Lender in connection with the enforcement, collection and enforcement or protection of its rights in connection with the Loan Documents. The Borrower also agrees , including its rights under this Section, or in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; (c) (i) appraisals and insurance reviews, field examinations and the preparation of reports, based on the fees charged by a third party retained by Lender or the internally allocated fees for each Person employed by Lender with respect to pay any civil penalty or fine assessed each field examination, (ii) fees charged by OFAC againstthird parties to review and reconcile amounts reported on Borrowing Base Certificates to the related source documents provided by Borrower, (iii) background checks regarding senior management and/or key investors, taxes, and all reasonable fees and other charges for (A) lien and title searches and (B) filing financing statements and continuations, and other actions to perfect, protect, and continue Lender’s Liens; and (d) out-of-pocket costs and expenses (including counsel fees of preserving, protecting and disbursements) incurred in connection with defense thereof by, insuring the Administrative Agent or any Lender as a result of conduct Collateral. All of the foregoing costs and expenses may be charged to Borrower that violates a sanction enforced as Revolving Loans or to another deposit account if not paid within three (3) Business Days after written demand by OFACLender.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including including, without limitation, all reasonable attorneys’ and documented fees for consultants and documented fees and time charges of reasonable expenses for attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent), but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), reviewadministration, amendment, modification, and administration enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent; and provided further that for all purposes of the Loan Documents the documentation of attorneys’ fees and expenses will be limited to the extent that any disclosure of attorneys working on the matter or other description of work would involve any disclosure of confidential or other privileged or protected information, including any information subject to the attorney-client privilege or the work product doctrine. The Borrower also agrees to shall reimburse each LC Issuer the Arrangers for all reasonable out-of-pocket and documented expenses incurred by such LC Issuer in connection with the issuance or Modification documentation of any Facility LC or any demand for payment thereunderthis Agreement. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders for any reasonable and documented costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ including, without limitation, all fees and time charges of reasonable and documented expenses for attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders, which attorneys may be employees of the Administrative AgentAgent or the Lenders), a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Agent or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or perceived conflict of interest among the Lenders and the Administrative Agent. The Borrower also further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, each Lender, the Arrangers and their Affiliates, and their directors, employees, officers, partners, members, agents and advisors (the “Indemnitees”) against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel including, without limitation, all reasonable and documented fees and disbursementsexpenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender or an Arranger is a party thereto) incurred in connection with defense thereof bywhich any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing (a) arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a result final non-appealable judgment of conduct a court of competent jurisdiction, (B) suffered to the extent they arise from violation by any Indemnitee of any such Indemnitee’s internal policies or from a violation of law applicable to such Indemnitee’s operations, (C) attributable to actions or events occurring after the Administrative Agent and the Lenders acquire an ownership interests in any real estate of the Consolidated Group or (D) are attributable to the breach by such Indemnitee of its obligations under the Loan Documents. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower that violates a sanction enforced under this Section shall survive the termination of the Agreement. No Indemnitee referred to above shall be liable for any damages arising from the use by OFACunintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all under this Section include reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Wachovia may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Wachovia from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Wachovia has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable outside attorneys’ ' and paralegals' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees expenses of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable outside attorneys’ ' and paralegals' fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The In addition to expenses set forth above, the Borrower also agrees to pay any civil penalty reimburse, without duplication, the Agent and each Co-Agent, promptly after the Agent's or fine assessed the applicable Co-Agent's request therefor, for each audit, or other business analysis performed by OFAC againstor for the benefit of the Holders of Secured Obligations in connection with this Agreement or the other Loan Documents in an amount equal to the Agent's or the applicable Co-Agent's then customary charges for each person employed to perform such audit or analysis (which, solely with respect to charges for audits of Collateral, shall not exceed a rate of $750 per day for each Agent and each applicable Co-Agent performing such audit), plus all reasonable costs and expenses (including counsel fees and disbursementswithout limitation, travel expenses) incurred in connection with defense thereof by, by the Administrative Agent or any Lender as a result the applicable Co-Agent in the performance of conduct of the Borrower that violates a sanction enforced by OFACsuch audit or analysis.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ and expenses of and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in any civil penalty relevant Collateral Document, which appraisal shall be in conformity with the applicable requirements of any law or fine assessed by OFAC againstany governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by JPMorgan from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after JPMorgan has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and reasonable time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each the Agent, the Arranger, the LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and reasonable time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof bythe Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. The Borrower hereby further agrees to indemnify the Agent, the Administrative Agent Arranger, each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Arranger, any Lender or any Lender as affiliate is a result party thereto) which any of conduct them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrower that violates a sanction enforced by OFACunder this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower and the Non-U.S. ------------------------- Subsidiary Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesArranger, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by or the Administrative Agent and/or Xxxxx Fargo SecuritiesArranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and administration of the Loan Credit Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable outand the Non-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The U.S. Subsidiary Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead Arrangerthe Swing Line Lender, each any LC Issuer, the Swingline Lender Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arrangerthe Swing Line Lender, each any LC Issuer, the Swingline Lender Arranger and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arrangerthe Swing Line Lender, an any LC Issuer, the Swingline Lender Arranger or a Lenderthe Lenders and other advisors and professionals engaged by the Agent or the Arranger) paid or incurred by the Administrative Agent, any Joint Lead Arrangerthe Swing Line Lender, any LC Issuer, the Swingline Lender Arranger or any Lender in connection with the collection and enforcement of the Loan Credit Documents. The Borrower also agrees and the Non-U.S. Subsidiary Borrower further agree to pay indemnify the Agent, the Swing Line Lender, any civil penalty or fine assessed by OFAC againstLC Issuer, the Arranger and each Lender, its directors, officers and employees against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel fees and disbursements) incurred in connection with defense thereof byincluding, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Administrative Agent Swing Line Lender, an LC Issuer, the Arranger or any Lender is a party thereto) (collectively "LOSSES") which any of them may pay or incur arising out of or relating to this Agreement, the other Credit Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of each Borrower under this Section shall survive the termination of this Agreement; provided, however, -------- ------- that neither Borrower shall be obligated to indemnify any Lender, the Agent, the Swing Line Lender, the Arranger or any LC Issuer with respect to Losses which arise solely from such Lender's, Agent's Swing Line Lender's, Arranger's or LC Issuer's gross negligence or willful misconduct. Notwithstanding anything to the contrary herein, neither Borrower shall be liable to reimburse the Agent, the Swing Line Lender, the LC Issuers, the Arranger or any of the Lenders in respect of disputes which arise or Losses which are incurred by the Agent, the Swing Line Lender, the LC Issuers, the Arranger or any of the Lenders which arise solely as a result of conduct an action or failure to act on the part of the Agent, the Swing Line Lender, an LC Issuer, the Arranger or a Lender and which do not relate in any way to actions or failures to act on the part of the applicable Borrower or any of the Borrower's Subsidiaries. Without otherwise limiting the foregoing, it is understood and agreed that violates a sanction enforced the Non-U.S. Subsidiary Borrower shall not be obligated to indemnify any Lender, the Agent, the Swing Line Lender, the Arranger or any LC Issuer with respect to any amounts determined to be attributable to Loans made to, or Obligations incurred by OFACor on behalf of, the Borrower.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' and paralegals’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ and expenses of and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in any civil penalty relevant Collateral Document, which appraisal shall be in conformity with the applicable requirements of any law or fine assessed by OFAC againstany governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger X.X. Xxxxxx Securities LLC, as Arranger, for any reasonable costs, internal charges out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys' fees and out-of-pocket expenses (including reasonable attorneys’ of and fees for other advisors and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor X.X. Xxxxxx Securities LLC, as Arranger) paid or incurred by the Administrative Agent or such Joint Lead Arranger X.X. Xxxxxx Securities LLC, as Arranger, in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each the Administrative Agent, the Arrangers, the LC Issuer and the Lenders for all any reasonable out-of-pocket costs and expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any (including reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lenderexpenses) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuerthe Arrangers, the Swingline Lender LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty , or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent workout or any Lender as a result of conduct restructuring of the facility evidenced by the Loan Documents. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that violates a sanction enforced from time to time JPMorgan Chase may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by OFACJPMorgan Chase from information furnished to it by or on behalf of the Borrower, after JPMorgan Chase has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Administrative Agent Agents and each Joint Lead the Arranger for any reasonable costs, internal charges charges, and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgents, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgents) paid or incurred by the Administrative Agent Agents or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative AgentAgents, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender and the Lenders Acceptance Lender for any reasonable costs, internal charges charges, and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative AgentAgents, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender and the LendersAcceptance Lender, which attorneys may be employees of the Administrative AgentAgents, a Joint Lead the Arranger, an the LC Issuer, or the Swingline Lender or a Acceptance Lender) paid or incurred by the Administrative AgentAgents, any Joint Lead the Arranger, any the LC Issuer, or the Swingline Lender or any Acceptance Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees Expenses being reimbursed by the Borrowers pursuant to pay this Section include, without limitation, (i) the cost and expense of obtaining appraisals of receivables and inventory, provided that, if no Default is in existence or the daily average Unused Availability for any civil penalty or fine assessed by OFAC againstcompleted three consecutive calendar month period since the Closing Date has not been less than $45,000,000, and all reasonable the Borrowers’ obligation to reimburse the Administrative Agent for the cost of any such appraisal shall be limited to one such appraisal in any Fiscal Year, (ii) costs and expenses (including counsel reasonable attorney fees and disbursementsexpenses of the Agents) incurred for any amendment, supplement, waiver, consent, or subsequent closing in connection with defense the Loan Documents and the transactions contemplated thereby, (iii) reasonable costs and expenses of lien and title searches, title insurance, and environmental audits, (iv) taxes, fees, and other charges for recording each Real Estate Mortgage, filing financing statements and continuations, and other actions to perfect, protect, and continue the Liens in favor of the Collateral Agent created under the Loan Documents (including costs and expenses paid or incurred by the Agents in connection with the consummation of this Agreement), (v) sums paid or incurred by the Agents to pay any amount or take any action required of any Obligated Party under the Loan Documents that such Obligated Party fails to pay or take; (vi) costs of inspections and verifications of the Facility Collateral, including travel, lodging, and meals for field examinations and inspections of the Facility Collateral and the Obligated Parties’ operations by the Administrative Agent, plus the Administrative Agent’s then customary charge for field examinations and audits and the preparation of reports thereof by, (such charge is currently $750 per day (or portion thereof) for each Person retained or employed by the Administrative Agent with respect to each field examination or audit) to the extent incurred (A) at any Lender as time during the existence of any Default or Unmatured Default, (B) at any time if the daily average Unused Availability for any completed three consecutive calendar month period since the Closing Date has been less than $45,000,000, (C) at any time to permit assets acquired in connection with a result of conduct Permitted Acquisition to be included in the determination of the Borrower that violates a sanction enforced by OFACBorrowing Base, or (D) at any other time up to one time during any calendar year, and (vii) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining deposit accounts and lockboxes required under the Loan Documents, and costs and expenses of preserving and protecting the Facility Collateral.

Expenses; Indemnification. Borrower covenants and agrees to pay all costs, expenses and charges (aincluding, without limitation, all fees and charges of engineers, appraisers, any environmental consultant of Lender and Lenders' Counsel) The Borrower shall reimburse the incurred by Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with (i) the collection preparation for and consummation of the transactions contemplated hereby or for the performance hereof and of the other Loan Documents, and for any services which may be required in addition to those normally and reasonably contemplated hereby and (ii) the enforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (1) the fees and expenses of legal counsel for Lenders other than UBS and (2) costs, expenses and charges incurred by Administrative Agent and Lenders in connection with the administration or syndication of the Loan (other than any administration fee payable to Administrative Agent and the reasonable fees and expenses of Lenders' Counsel and UBS's environmental consultant in connection with the administration of the Loan, but with respect to Lenders' Counsel's fee in connection with syndication not unless the fees (not to exceed $25,000) relate to environmental matters). In connection with the foregoing, Lenders agree, to the extent practicable, to appoint a single counsel and local counsel, selected by Administrative Agent, to act on behalf of all Lenders in connection with the enforcement of the Loan Documents. The If Borrower also agrees fails to pay promptly any civil penalty costs, charges or fine assessed expense required to be paid by OFAC againstit as aforesaid, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender pays such costs, charges or expenses, Borrower shall reimburse Administrative Agent or such Lender, as a result appropriate, on demand for the 41 42 amounts so paid, together with interest thereon at the Default Rate. Borrower further agrees to indemnify Administrative Agent and each Lender and their respective directors, officers, employees and agents from, and hold each of conduct them harmless against, (x) any and all losses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loan, including, without limitation, the fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages and liabilities of any kind, including in tort, penalties and interest, arising out or by reason of any matter relating, directly or indirectly, to the Mortgage or the ownership, leasing, condition, development, construction, sale, rental or financing of the Premises or Improvements or any part thereof (but excluding any such losses, liabilities, claims, damages or expenses incurred solely by reason of the gross negligence or willful misconduct of the party to be indemnified). The obligations of Borrower that violates a sanction enforced by OFACunder this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan.

Expenses; Indemnification. (a) The Borrower shall Loan Parties shall, jointly and severally, reimburse the Administrative Agent and each Joint Lead Arranger the Arrangers for any reasonable costscosts and out of pocket expenses (including (i) reasonable and documented, internal charges and out-of-pocket costs, expenses and fees of one financial advisor and (including reasonable ii) attorneys’ fees and time charges of attorneys one primary counsel for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead Arranger the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution review, amendment, modification, and administration of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated). The Loan Parties shall, jointly and severally, reimburse the Lenders for any reasonable costs and out of pocket expenses (including via (x) reasonable and documented, out-of-pocket costs, expenses and fees of one financial advisor and (y) attorneys’ fees and charges of one primary counsel for the internet)Lenders) paid or incurred by the Lenders in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Loan DocumentsDocuments (whether or not the transactions contemplated hereby or thereby shall be consummated). The Borrower Loan Parties also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree, jointly and severally, to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lenders and any Issuing Lender and the Lenders for any reasonable costs, internal charges costs and out-of-out of pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender Lenders and the Lendersany Issuing Lender, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuerthe Arrangers, the Swingline Lender Lenders or any Issuing Lender, but only including the fees and charges of one financial advisor for the Administrative Agent, Lenders and Issuing Lenders as a Lenderwhole) paid or incurred by the Administrative Agent, any Joint Lead Arrangerthe Arrangers, any LC Issuer, the Swingline Lender or any Issuing Lender in connection with the protection, collection and or enforcement of the rights of any of the foregoing in connection with the Loan Documents, including all such out of pocket expenses incurred during any workout or restructuring in respect of such Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstWithout limitation of the foregoing, and all reasonable the Loan Parties shall reimburse the Administrative Agent for the fees, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by(i) any field exams, audits, appraisals or other reviews permitted under Section 6.9 to the extent provided therein or (ii) collecting checks and other items of payment while a Cash Dominion Trigger Period is in effect. Without prejudice to the survival of any other agreement of the Loan Parties hereunder, the Administrative Agent or any Lender as a result of conduct agreements and obligations of the Borrower that violates a sanction enforced by OFACLoan Parties contained in this Section 9.6(a) shall survive the termination of this Agreement, the termination of all Commitments, and the payment of amounts payable under this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Administrative Agent Agents and each Joint Lead the Arranger for any reasonable costs, internal charges charges, and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgents, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgents) paid or incurred by the Administrative Agent Agents or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without CREDIT AGREEMENT – Page 98 limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative AgentAgents, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender and the Lenders Acceptance Lender for any reasonable costs, internal charges charges, and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative AgentAgents, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender and the LendersAcceptance Lender, which attorneys may be employees of the Administrative AgentAgents, a Joint Lead the Arranger, an the LC Issuer, or the Swingline Lender or a Acceptance Lender) paid or incurred by the Administrative AgentAgents, any Joint Lead the Arranger, any the LC Issuer, or the Swingline Lender or any Acceptance Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees Expenses being reimbursed by the Borrowers pursuant to pay this Section include, without limitation, (i) the cost and expense of obtaining appraisals of receivables and inventory, provided that, if no Default is in existence or the daily average Unused Availability for any civil penalty or fine assessed by OFAC againstcompleted three consecutive calendar month period since the Closing Date has been less than $55,000,000, and all reasonable the Borrowers’ obligation to reimburse the Administrative Agent for the cost of any such appraisal shall be limited to one such appraisal in any Fiscal Year, (ii) costs and expenses (including counsel reasonable attorney fees and disbursementsexpenses of the Agents) incurred for any amendment, supplement, waiver, consent, or subsequent closing in connection with defense the Loan Documents and the transactions contemplated thereby, (iii) reasonable costs and expenses of lien and title searches, title insurance, and environmental audits, (iv) taxes, fees, and other charges for recording each Real Estate Mortgage, filing financing statements and continuations, and other actions to perfect, protect, and continue the Liens in favor of the Collateral Agent created under the Loan Documents (including costs and expenses paid or incurred by the Agents in connection with the consummation of this Agreement), (v) sums paid or incurred by the Agents to pay any amount or take any action required of any Obligated Party under the Loan Documents that such Obligated Party fails to pay or take; (vi) costs of inspections and verifications of the Facility Collateral, including travel, lodging, and meals for field examinations and inspections of the Facility Collateral and the Obligated Parties’ operations by the Administrative Agent, plus the Administrative Agent’s then customary charge for field examinations and audits and the preparation of reports thereof by, (such charge is currently $750 per day (or portion thereof) for each Person retained or employed by the Administrative Agent with respect to each field examination or audit) to the extent incurred (A) at any Lender as time during the existence of any Default or Unmatured Default, (B) at any time if the daily average Unused Availability for any completed three consecutive calendar month period since the Closing Date has been less than $55,000,000, (C) at any time to permit assets acquired in connection with a result of conduct Permitted Acquisition to be included in the determination of the Borrower that violates a sanction enforced by OFACBorrowing Base, or (D) at any other time up to one time during any calendar year, and (vii) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining deposit accounts and lockboxes required under the Loan Documents, and costs and expenses of preserving and protecting the Facility Collateral.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ fees and paralegals’ fees, time charges and expenses of attorneys and paralegals for the Administrative Agent and Xxxxx Fargo SecuritiesArrangers, which attorneys and paralegals may or may not be employees of the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger, but excluding attorneys’ and expenses of and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, administration and administration collection of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ fees and paralegals’ fees, time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender Arranger or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Arranger or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section 9.6 include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time LaSalle Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by LaSalle Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after LaSalle Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section 10.6(a) include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of outside attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each the Agent, the Arranger, the LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent reports described in the following sentence. The Borrower acknowledges that from time to time JPMorgan Chase Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by JPMorgan Chase Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after JPMorgan Chase Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys'’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys'’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof bythe Reports described in the following sentence. The Borrower acknowledges that from time to time Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "“Reports"”) pertaining to the Borrower'’s assets for internal use by Administrative Agent from information furnished to it by or on behalf of the Borrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement. Notwithstanding the foregoing, the obligation to reimburse the Administrative Agent Agent, the Arranger, the LC Issuer or any Lender as a result of conduct of in connection with the Borrower that violates a sanction enforced by OFAC.matters described above shall be limited to one primary counsel, and one additional local counsel in each applicable jurisdiction, for the Administrative Agent, one additional counsel for all the Lenders other 71

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ ' and paralegals' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees expenses of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' and paralegals' fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in any civil penalty relevant Collateral Document, which appraisal shall be in conformity with the applicable requirements of any law or fine assessed by OFAC againstany governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of FIRREA, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each the Agent, the Arranger, the LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof bythe Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. The Borrower hereby further agrees to indemnify the Agent, the Administrative Agent Arranger, the LC Issuer and each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Arranger, the LC Issuer, any Lender or any Lender as affiliate is a result party thereto) which any of conduct them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrower that violates a sanction enforced by OFACunder this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each the Agent, the Arranger, the LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each the Arranger the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an the Arranger the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof bythe Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower hereby further agrees to indemnify the Agent, the Administrative Agent Arranger, the LC Issuer, each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Arranger, the LC Issuer, any Lender or any Lender as affiliate is a result party thereto) which any of conduct them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrower that violates a sanction enforced by OFACunder this Section 9.6 shall survive the termination of this Agreement. 9.7.

Expenses; Indemnification. (a) The Borrower Mortgagor shall pay or reimburse the Administrative Agent and each Joint Lead Arranger Mortgagee for any reasonable costs, internal charges and out-of-pocket all expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by Mortgagee before and after the Administrative Agent and/or Xxxxx Fargo Securities) paid date of this Mortgage with respect to any and all transactions contemplated by this Mortgage including without limitation, the preparation of any document reasonably required hereunder or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, any amendment, modification, and administration restatement or supplement to this Mortgage, the delivery of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer any consent, nondisturbance agreement or similar document in connection with this Mortgage or the issuance or Modification enforcement of any Facility LC of Mortgagee's rights. Such expenses shall include, without limitation, all title and conveyance charges, recording and filing fees and taxes, mortgage taxes, intangible personal property taxes, escrow fees, revenue and tax stamp expenses, insurance premiums (including title insurance premiums), title search and title rundown charges, brokerage commissions, finders fees, placement fees, court costs, surveyors', photographers', appraisers', architects', engineers', consulting professionals, accountants' and attorneys' fees and disbursements. Mortgagor acknowledges that from time to time Mortgagor may receive statements for such expenses, including without limitation attorneys' fees and disbursements. Mortgagor shall pay such statements promptly upon receipt. If (i) any action or proceeding shall be commenced by Mortgagee (including but not limited to any action to foreclose this Mortgage or to collect the Secured Obligations), or any demand for payment thereunder. The Borrower also agrees action or proceeding is commenced to which Mortgagee is made a party, or in which it becomes necessary to defend or uphold the lien of this Mortgage (including, without limitation, any proceeding or other action relating to the bankruptcy, insolvency or reorganization of Mortgagor and/or any Subsidiary, as defined in the Indenture), or in which Mortgagee is served with any legal process, discovery notice or subpoena and (ii) in each of the foregoing instances such action or proceeding in any manner relates to or arises out of this Mortgage or Mortgagee's lending to Mortgagor or acceptance of a guaranty from any guarantor of the Secured Obligations or of any of the Secured Obligations or any of the transactions contemplated by this Mortgage, then Mortgagor will immediately reimburse or pay to Mortgagee all of the Administrative Agent, each Joint Lead Arranger, each LC Issuer, expenses which have been or may be incurred by Mortgagee with respect to the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses foregoing (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred ), together with interest thereon at the Default Rate, and any such sum and the interest thereon shall be a lien on the Mortgaged Property, prior to any right, or title to, interest in connection with defense thereof byor claim upon the Mortgaged Property attaching or accruing subsequent to the lien of this Mortgage, and shall be deemed to be secured by this Mortgage. In any action or proceeding to foreclose this Mortgage, or to recover or collect the Secured Obligations, the Administrative Agent provisions of law respecting the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor shall indemnify and hold harmless Mortgagee and Mortgagee's affiliates, and the respective directors, officers, agents and employees of Mortgagee and its affiliates from and against all claims, damages, losses and liabilities (including, without limitation, reasonable attorneys fees and expenses) arising out of or based upon any Lender as a result of conduct matter relating to this Mortgage, the Mortgaged Property or the occupancy, ownership, maintenance or management of the Borrower Mortgaged Property by Mortgagor, including, without limitation, any claims based on the alleged acts or omissions of any employee or agent of Mortgagor, except to the extent that violates a sanction enforced by OFACany such claims, damages, losses and liabilities arise out of the gross negligence or willful misconduct of Mortgagee. This indemnification shall be in addition to any other liability that Mortgagor may otherwise have to Mortgagee.

Expenses; Indemnification. (ai) The Borrower Borrowers shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable external attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securitiesfees) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration (including, without limitation, preparation of the reports described below) of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable external attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lenderfees) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Agent or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees Borrowers acknowledge and agree that from time to pay time the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to any civil penalty Borrower’s and Guarantors’ assets for internal use by the Administrative Agent from information furnished to it by or fine assessed by OFAC againston behalf of the Borrowers, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any Lender requests copies of any future similar Reports which the Administrative Agent has prepared, then the Administrative Agent will provide such reports to such Lender provided that such Lender has executed an indemnity agreement acceptable to the Administrative Agent. For the avoidance of doubt, such reports are subject to the confidentiality requirements of Section 10.10. The Borrowers further acknowledge and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, agree that the Administrative Agent or any Lender as a result of its agents or representatives may conduct reasonable comprehensive field audits of the Borrower Property of the Company and each Subsidiary, financial or accounting records of the Company and each Subsidiary and other documents of the Company and each Subsidiary, in each case only to the extent any of the foregoing is reasonably related to the credit evaluation by the Administrative Agent and the Lenders under this Agreement, provided that violates (x) other than after the occurrence and during continuance of a sanction enforced by OFACDefault, no more than one such comprehensive field audit shall be conducted in any fiscal year and (y) only after the occurrence and during continuance of a Default shall such field audits be at the Company’s expense.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger BNPPSC for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including reasonable attorneys’ and accountants’ fees and time charges of attorneys and accountants for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead Arranger BNPPSC in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC IssuerBNPPSC, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC IssuerBNPPSC, the Swingline Lender Issuers and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC IssuerBNPPSC, the Swingline Lender Issuers or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC IssuerBNPPSC, the Swingline Lender Issuers or any Lender in connection with the collection and enforcement of the Loan Documents. The Notwithstanding the foregoing sentence, the Lenders shall only be reimbursed for the attorneys’ fees and time charges of attorneys of one counsel that will represent all the Lenders unless (i) a conflict arises such that the Lenders divergent interest can not be represented by one counsel or (ii) it has been determined that special local counsel is necessary in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Reports described in the following sentence. The Borrower acknowledges that from time to time the Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after the Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review (including the costs of internal review of a third party environmental review), charges and disbursements of outside counsel to the Administrative Agent and the Arranger (determined on the basis of such Joint Lead counsel’s generally applicable rates, which may be higher than the rates such counsel charges the Administrative Agent and the Arranger in certain matters) and/or following the occurrence of an Event of Default the allocated costs of in-house counsel incurred from time to time, in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including reasonable attorneys’ fees charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the LendersLenders (determined on the basis of such counsel’s generally applicable rates, which attorneys may be employees higher than the rates such counsel charges such parties in certain matters) and/or the allocated costs of the Administrative Agentin-house counsel incurred from time to time, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed Expenses being reimbursed by OFAC againstthe Borrowers under this Section include, and all without limitation, reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof bythe Reports described in the following sentence. The Borrowers acknowledge that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ assets for internal use by U.S. Bank from information furnished to it by or on behalf of any Borrower, the Administrative Agent or any Lender as a result after U.S. Bank has exercised its rights of conduct of the Borrower that violates a sanction enforced by OFACinspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent upon demand for all reasonable and each Joint Lead Arranger for any reasonable costs, internal charges and documented third party out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or such Joint Lead Arranger incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuerthe Arrangers, the Swingline Lender LC Issuer and the Lenders for any documented, third party costs and expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable costsfees, internal charges and out-of-pocket expenses disbursements of outside counsel to the Administrative Agent, the Arrangers, the LC Issuer and the Lenders (including reasonable attorneys’ fees and time charges of attorneys limited to one counsel for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of along with any local counsel reasonably required by the Administrative Agent, a Joint Lead Arrangerand one for the Lenders collectively, an LC Issuerunless conflicts shall arise in the reasonable determination of one or more Lenders such that additional counsel may be engaged by such Lender(s)) incurred from time to time, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead either Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including including, without limitation, all reasonable attorneys’ fees for consultants and fees and time charges of reasonable expenses for attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent, but excluding attorneys’ fees other than those incurred by and any additional mortgage tax with respect to the Mortgage payable hereafter as a result of the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent’s determination that the then current anticipated liability of Borrower under the Cash Flow Hedge is in excess the amount of such liability estimated on the Agreement Execution Date for purposes of determining the initial amount of mortgage tax to be paid) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration enforcement of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ including, without limitation, all fees and time charges of reasonable expenses for attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, Agent or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Agent or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments (including, without limitation, any workout). The Borrower also further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel including, without limitation, all reasonable fees and disbursements) incurred in connection with defense thereof byreasonable expenses for attorneys of the indemnified parties, all reasonable expenses of litigation or preparation therefor whether or not the Administrative Agent Agent, or any Lender as is a result party thereto) which any of conduct them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The obligations of the Borrower that violates a sanction enforced by OFACunder this Section shall survive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys' fees and out-of-pocket expenses (including reasonable attorneys’ of and fees for other advisors and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each the Administrative Agent, the Arranger, the LC Issuer and the Lenders for all any reasonable out-of-pocket costs and expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any (including reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lenderexpenses) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty , or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent workout or any Lender as a result of conduct restructuring of the facility evidenced by the Loan Documents. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that violates a sanction enforced from time to time JPMorgan Chase may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by OFACJPMorgan Chase from information furnished to it by or on behalf of the Borrower, after JPMorgan Chase has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers jointly and severally agree that they shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent Agent, or such Joint Lead Arranger the Arranger, including, without limitation, filing and recording costs and fees, reasonable travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent, and the Arranger, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, amendment and administration modification of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees jointly and severally agree to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges costs and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the LendersLenders incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees Expenses being reimbursed by the Borrowers under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the relevant Collateral Documents, which appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to pay any civil penalty or fine assessed by OFAC againsttime, and all any rules promulgated to implement such provisions and the reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof bythe Reports described in the following sentence. Each Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ assets for internal use by U.S. Bank from information furnished to it by or on behalf of any Borrower, the Administrative Agent or any Lender as a result after U.S. Bank has exercised its rights of conduct of the Borrower that violates a sanction enforced by OFACinspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent Agents and each Joint Lead Arranger the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' and paralegals’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securitieseach Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesArrangers) paid or incurred by the Administrative any Agent or such Joint Lead Arranger the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC IssuerAgents, the Swingline Lender Arrangers, the Issuing Bank and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead Arranger, each LC IssuerAgents, the Swingline Lender Arrangers, the Issuing Bank and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, a Joint Lead Arranger, an LC IssuerAgents, the Swingline Lender Arrangers, the Issuing Bank or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC IssuerAgents, the Swingline Lender Arrangers, the Issuing Bank or any Lender in connection with (i) the collection and enforcement of the Loan DocumentsDocuments and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower also agrees acknowledges that from time to pay any civil penalty time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or fine assessed duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Agents from information furnished to them by or any Lender as a result of conduct on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger Lender for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesLender) paid or incurred by the Administrative Agent or such Joint Lead Arranger Lender in connection with (i) the preparation, negotiationreview, execution, delivery, syndication, distribution (including via the internet), reviewadministration, amendment, modification, and modification or administration of this Agreement and any of the Loan Documentsother Lender Agreements and related instruments and documents and (ii) the Lender's due diligence review of the Borrower and its Subsidiaries, including the Lender's field examinations of the books, records, accounts and inventory of the Borrower and its Subsidiaries, including PHI. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to shall reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the LendersLender, which attorneys may be employees of the Administrative AgentLender, a Joint Lead Arranger, an LC Issuer, as the Swingline Lender or a Lendercase may be) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of this Agreement and any of the Loan Documentsother Lender Agreements and related instruments and documents. The Borrower further agrees to indemnify the Lender, its directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Lender is a party thereto) which any of them may pay or incur in connection with litigation or investigation of, against or involving Borrower or any of its Subsidiaries arising out of or relating to (A) this Agreement, (B) the other Lender Agreements, (C) the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any loan hereunder (other than litigation commenced by Borrower or any of its Subsidiaries against the Lender which seeks enforcement of the rights of Borrower or any of its Subsidiaries hereunder or under any Lender Agreement which litigation is resolved by the entry of an order, decree or judgment from a court of competent jurisdiction in favor of Borrower or its Subsidiaries and adverse to the Lender), or (D) the Borrower's proposed acquisition of TVM Group, Inc. and its subsidiaries, provided that the Lender shall not be indemnified hereunder for any loss, claim, damage, penalty, judgment, liability or expense resulting from its gross negligence or wilful misconduct. The obligations of the Borrower under this Section 13.12 shall survive the termination of this Agreement. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, all stamp and all reasonable costs and expenses (including counsel fees and disbursements) incurred other taxes in connection with defense thereof by, the Administrative Agent or any Lender as a result execution and delivery of conduct of the Borrower that violates a sanction enforced by OFACthis Agreement and related instruments and documents.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each the Agent, the Arranger, the LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the relevant Collateral Documents, which appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to pay any civil penalty or fine assessed by OFAC againsttime, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent covenants and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for pay all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal expenses and charges and (including, without limitation, all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender appraisers and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender’ Counsel) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Agent or any Lender in connection with (i) the collection preparation for and consummation of the transactions contemplated hereby or for the performance hereof and of the other Loan Documents, and for any services which may be required in addition to those normally and reasonably contemplated hereby and (ii) the enforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (1) the fees and expenses of legal counsel for Lenders other than PB Realty incurred in connection with said counsel’s review of this Agreement and the other Loan Documents prior to execution and (2) costs, expenses and charges incurred by Administrative Agent and Lenders in connection with the administration or syndication of the Loan (other than the reasonable fees and expenses of Lenders’ Counsel) (it being understood that Borrower’s responsibility for taxes shall be determined solely under Sections 3.01 and 8.16 and that the costs, expenses and charges covered by this Section 8.12 does not include any taxes). In connection with the foregoing, Lenders agree, to the extent practicable, to appoint a single counsel and local counsel, selected by Administrative Agent, to act on behalf of all Lenders in connection with the enforcement of the Loan Documents. The If Borrower also agrees fails to pay within ten (10) Business Days after delivery of invoices for any civil penalty costs, charges or fine assessed expense required to be paid by OFAC againstit as aforesaid, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender pays such costs, charges or expenses, Borrower shall reimburse Administrative Agent or such Lender, as a result appropriate, on demand for the amounts so paid, together with interest thereon at the Default Rate. Borrower further agrees to indemnify Administrative Agent and each Lender and their respective directors, officers, employees and agents from, and hold each of conduct them harmless against, (x) any and all losses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loan, including, without limitation, the fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages and liabilities of any kind, including in tort, penalties and interest, arising out or by reason of any matter relating, directly or indirectly, to the Deed of Trust or the ownership, condition, development, construction, sale, rental or financing of the Premises or Improvements or any part thereof (but excluding any such losses, liabilities, claims, damages or expenses incurred solely by reason of any default by Administrative Agent or any Lender hereunder or under any of the other Loan Documents or the gross negligence or willful misconduct of the party to be indemnified). The obligations of Borrower that violates a sanction enforced by OFACunder this Section and under Sections 3.01, 3.03 and 6.05 shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Individual Loan Commitments.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or such Joint Lead Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuer and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees under this Section 9.6(a) include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the relevant Collateral Documents, which appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to pay any civil penalty or fine assessed by OFAC againsttime, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower and Co-Borrower shall reimburse the Administrative Agent Agent, and each Joint the Co-Lead Arranger Arrangers for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities' fees) paid or incurred by the Administrative Agent or such Joint the Co-Lead Arranger Arrangers (but excluding overhead and internal costs) in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses Documents (other than (i) legal fees and related disbursements incurred by such LC Issuer the Lenders in connection with any amendments to the issuance or Modification Loan Documents requested by the Lenders after the Effective Date to facilitate the syndication of any Facility LC or any demand for payment thereunderthe Commitments and the Loans, which legal fees and disbursements shall be borne by the Lenders in proportion to their Pro Rata Shares and (ii) the fees and expenses of the Construction Consultant, which shall be borne solely by the Administrative Agent), in connection with disbursements hereunder and otherwise with respect to the Project. The Borrower also agrees to reimburse the Administrative Agent, each Joint Co-Lead Arranger, each LC Issuer, the Swingline Lender Arrangers and the Lenders for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Co-Lead ArrangerArrangers and the Lenders, each LC Issuerbut excluding internal administrative overhead except for legal fees hereafter referred to in this sentence) paid or incurred by the Administrative Agent, the Swingline Lender Co-Lead Arrangers and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Co-Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Arrangers or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments in the event of a Default. The Expenses required to be reimbursed by Borrower also agrees and Co-Borrower under this Section include, without limitation, the cost and expense of obtaining Appraisals of the Project, provided that so long as no Default shall exist that is continuing Borrower shall not be required to pay any civil penalty or fine assessed for Appraisals other than (i) the initial Appraisal by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, CB Richard Ellis obtained by the Administrative Agent or any Lender as prior to the Effexxxxx Xxxx xxd (ii) a result of conduct of single further Appraisal which the Borrower that violates a sanction enforced by OFACAdministrative Agent may commission in its sole discretion.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including including, without limitation, all reasonable attorneys’ fees for consultants and fees and time charges of reasonable expenses for attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration enforcement of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ including, without limitation, all fees and time charges of reasonable expenses for attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, Agent or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Agent or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments (including, without limitation, any workout). The Borrower also further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, each Lender and their Affiliates, and their directors, officers, and employees against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel including, without limitation, all fees and disbursements) incurred in connection with defense thereof byreasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Administrative Syndication Agent, the Documentation Agent or any Lender as is a result party thereto) which any of conduct them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The obligations of the Borrower that violates a sanction enforced by OFACunder this Section shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable ; provided that such out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification closing of any Facility LC or any demand for payment thereunderthe transactions contemplated by this Agreement shall not exceed $100,000 in the aggregate. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender or a LenderLenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, without limitation, reasonable and all reasonable costs and documented out-of-pocket expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section 10.6(a) include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger CLS for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' and accountants' fees and time charges of attorneys and accountants for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead Arranger CLS in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC IssuerCLS, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC IssuerCLS, the Swingline Lender Issuers and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC IssuerCLS, the Swingline Lender Issuers or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC IssuerCLS, the Swingline Lender Issuers or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of an annual on site inspection and audit of Borrower's Inventory (or any civil penalty or fine assessed by OFAC against, other collateral the subject of the Collateral Documents) and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Reports described in the following sentence. The Borrower acknowledges that from time to time the Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by the Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after the Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent for all reasonable and each Joint Lead Arranger for any reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or such Joint Lead Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including via any internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each the LC Issuer, the Swingline Lender Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Reports described in the following sentence. The Borrower acknowledges that from time to time Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Administrative Agent from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including including, without limitation, all reasonable attorneys’ fees for consultants and fees and time charges of reasonable expenses for attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent), but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), reviewadministration, amendment, modification, and administration enforcement of the Loan Documents. The Borrower also agrees , provided that reimbursement for such fees and expenses for attorneys will be limited to reimburse one counsel for the Administrative Agent and, if applicable, one local counsel in each LC Issuer material jurisdiction for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunderAdministrative Agent. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ including, without limitation, all fees and time charges of reasonable expenses for attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Agent and the Lenders, which attorneys may be employees of the Administrative AgentAgent or the Lenders), a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Agent or any Lender in connection with the collection and enforcement of the Loan DocumentsDocuments (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower also further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel including, without limitation, all reasonable fees and disbursementsexpenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) incurred which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the credit facility in connection with defense thereof byfavor of Borrower, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a result final non-appealable judgment of conduct a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower that violates a sanction enforced by OFACunder this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower Whirlpool shall reimburse the Administrative Agent and each Joint Lead Arranger the Fronting Agent for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securitiesfees) paid or incurred by the Administrative Agent or such Joint Lead Arranger and the Fronting Agent in connection with the preparation, negotiationnegotiation review, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower Whirlpool also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Fronting Agent and the Lenders for any reasonable costs, internal charges and out-of-of- pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Fronting Agent and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender Fronting Agent or a any Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Fronting Agent or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also Whirlpool further agrees to pay any civil penalty or fine assessed by OFAC againstindemnify the Administrative Agent, the Fronting Agent, the Issuing Lender and each Lender and each of their respective directors, officers, affiliates, agents and employees (each an “Indemnified Person”) against all reasonable costs losses, claims, damages, penalties, judgments, liabilities and expenses (including counsel fees and disbursements) incurred in connection with defense thereof byincluding, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Administrative Agent Fronting Agent, the Issuing Lender, a Lender or any Lender as other Indemnified Person is a result party thereto) which any of conduct them may pay or incur arising out of or relating to the Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the Borrower proceeds of any Loan or Letter of Credit hereunder; provided, however, that violates a sanction enforced by OFACWhirlpool shall not be liable to any Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. Notwithstanding anything in this Credit Agreement to the contrary, Whirlpool shall indemnify the Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or arising out of making Advances or issuing Letters of Credit in Agreed Currencies other than Dollars. The obligations of Whirlpool under this Section 10.06 shall survive the termination of this Credit Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ fees fees, charges and time charges disbursements of attorneys for outside counsel to the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender Arranger and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender Arranger or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay any civil penalty or fine assessed by OFAC againstunder this Section include, and all reasonable without limitation, costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses and the reasonable costs of field examinations by the Administrative Agent’s personnel or third parties (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ and expenses of and fees for other than those incurred advisors and professionals engaged by the Administrative Agent and/or Xxxxx Fargo Securitiesor the Arranger) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Administrative Agent, each Joint Lead the Arranger, each the LC Issuer, the Swingline Lender Issuer and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, a Joint Lead the Arranger, an the LC Issuer, Issuer or the Swingline Lender Lenders) and the reasonable costs of field examinations by the Administrative Agent’s personnel or a Lender) third parties paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any the LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Expenses being reimbursed by the Borrower also agrees to pay under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in any civil penalty relevant Collateral Document, which appraisal shall be in conformity with the applicable requirements of any law or fine assessed by OFAC againstany governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of FIRREA, and all reasonable any rules promulgated to implement such provisions and costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as a result of conduct duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower that violates a sanction enforced by OFACBorrower, after Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the 12640621v 24740.0002 44 Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurred by the Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees to pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Administrative Agent and each Joint Lead the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and Xxxxx Fargo SecuritiesAgent, which attorneys may be employees of the Administrative Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo SecuritiesAgent) paid or incurred by the Administrative Agent or such Joint Lead the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration (including, without limitation, preparation of the reports described below) of the Loan Documents. The Borrower Borrowers also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees agree to reimburse the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, each Joint Lead the Arranger, each LC Issuer, the Swingline Lender Issuers and the Lenders, which attorneys may be employees of the Administrative Agent, a Joint Lead the Arranger, an LC Issuer, the Swingline Lender Issuers or a Lenderthe Lenders) paid or incurred by the Administrative Agent, any Joint Lead the Arranger, any LC Issuer, the Swingline Lender Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower also agrees Borrowers acknowledge and agree that from time to pay time the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to any civil penalty Borrower’s and Guarantors’ assets for internal use by the Administrative Agent from information furnished to it by or fine assessed by OFAC againston behalf of the Borrowers, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any Lender requests copies of any future similar Reports which the Administrative Agent has prepared, then the Administrative Agent will provide such reports to such Lender provided that such Lender has executed an indemnity agreement acceptable to the Administrative Agent. The Borrowers further acknowledge and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, agree that the Administrative Agent or any Lender as a result of its agents or representatives may conduct comprehensive field audits of its books, records, properties and assets and of the Borrower books, records properties and assets of each Subsidiary of the Company, including without limitation all Collateral subject to the Collateral Documents, at the Borrowers’ expense, provided that violates prior to the occurrence of a sanction enforced by OFACDefault no more than one such comprehensive field audits shall be conducted in any fiscal year.