Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company, agrees to pay, or reimburse the Agent and the Lenders for the payment of, on demand, : (ia) the reasonable fees and expenses of counsel to the Agent, including without limitation the reasonable fees and expenses of DickinsonXxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of this Agreement, the other Loan Documents Documents, any documents or instruments prepared prior to the Effective Date and the consummation of the transactions contemplated hereby, and in connection with advising the Agent and the Lenders as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, ; and (iib) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents (or the verification of filing, recording, perfection or priority thereof) or and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, ; and (iiic) all reasonable costs and expenses of the Agent and the Lenders each Lender (including reasonable fees and expenses of counsel and whether when incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement, the Notes or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditAgreement.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent or the Lenders, as the case may be, for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Dickxxxxx Xxxgxx XXXC and any other counsel retained by the Agent in connection with the preparation, execution, delivery and administration of the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewiththerewith or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) if an Event of Default occurs, all reasonable costs and expenses of the Agent and the Lenders each Lender (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or such Event of Default or the and collection, bankruptcy, insolvency and other enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default proceedings resulting therefrom and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of DickinsonDickxxxxx Xxxgxx XXXC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. Borrower agrees to reimburse the Administrative Agent on demand for all costs, expenses, and charges (aincluding, without limitation, all reasonable fees and charges of engineers, appraisers and external legal counsel) The Borrowers jointly incurred by the Administrative Agent in connection with the Loans and severally agree to payreimburse each of the Banks for reasonable legal costs, expenses and charges incurred by each of the Banks in connection with the performance or enforcement of this Agreement, the Notes, or reimburse any other Loan Documents; provided, however, that Borrower is not responsible for costs, expenses and charges incurred by the Bank Parties in connection with the administration or syndication of the Loans (other than the administration fee required by Section 2.08(b)). Borrower agrees to indemnify the Administrative Agent for and each Bank and their respective directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of (x) any claims by brokers due to acts or omissions by Borrower, or (y) 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 payment ofproceeds of the Loans, on demandincluding without limitation, (i) the reasonable fees and expenses disbursements of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the preparation, execution, delivery and administration gross negligence or willful misconduct of the Person to be indemnified). The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording termination of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditLoans.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to pay, or reimburse the Agent and each of the Banks, on demand for all costs, expenses, and charges (including, without limitation, all reasonable fees and charges of external legal counsel for the payment ofAgent, Chase and each Bank) incurred by the Agent or any Bank, in connection with the preparation of the Loan Documents. The Borrower agrees to reimburse the Agent and each of the Banks on demanddemand for all costs, expenses, and charges (iincluding, without limitation, all fees and charges of external legal counsel for the Agent and each Bank) incurred by the Agent or any Bank in connection with the performance, or enforcement of this Agreement, the Notes, or any other Loan Documents. The Borrower agrees to indemnify the Agent, Chase and each Bank and their respective directors, officers, employees and agents (collectively, the "Indemnified Persons"), from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them 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 the Borrower of the proceeds of the Revolving Credit Loans or the Letters of Credit or to any violation or alleged violation of any Environmental Law by the Borrower or any Guarantor, including without limitation, the reasonable fees and expenses disbursements of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the preparation, execution, delivery gross negligence or willful misconduct of any Indemnified Person or any other Indemnified Person of which such Indemnified Person is an affiliate or agent). The obligations of the Borrower under this Section shall survive the repayment of the Obligations and administration all amounts due under or in connection with any of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording termination of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditCommitments.

Expenses; Indemnification. Borrower agrees to reimburse Administrative Agent on demand for all costs, expenses, and charges (aincluding, without limitation, all reasonable fees and charges of engineers, appraisers and external legal counsel) The Borrowers jointly incurred by Administrative Agent in connection with the Loans and severally agree to payreimburse each of the Banks for reasonable legal costs, expenses and charges incurred by each of the Banks in connection with the performance or enforcement of this Agreement, the Notes, or reimburse any other Loan Documents; provided, however, that Borrower is not responsible for costs, expenses and charges incurred by the Bank Parties in connection with the administration or syndication of the Loans (other than the syndication expenses and administration fee required by the Supplemental Fee Letter). Borrower agrees to indemnify Administrative Agent for and each Bank and their respective directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of (x) any claims by brokers due to acts or omissions by Borrower, or (y) 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 payment ofproceeds of the Loans, on demandincluding without limitation, (i) the reasonable fees and expenses disbursements of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the preparation, execution, delivery and administration gross negligence or willful misconduct of the Person to be indemnified). The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording termination of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditLoans.

Expenses; Indemnification. Borrower agrees to reimburse Co-Agents and Administrative Agent on demand for all costs, expenses, and charges (aincluding, without limitation, all reasonable fees and charges of engineers, appraisers and legal counsel) The Borrowers jointly incurred by any of them in connection with the Loans and severally agree to payreimburse each of the Banks for reasonable legal costs, expenses and charges incurred by each of the Banks in connection with the performance or enforcement of this Agreement, the Notes, or reimburse any other Loan Documents; provided, however, that Borrower is not responsible for costs, expenses and charges incurred by the Bank Parties in connection with the administration or syndication of the Loans (other than the fees required by the Supplemental Fee Letter). Borrower agrees to indemnify Administrative Agent for and each Bank and their respective directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of (x) any claims by brokers due to acts or omissions by Borrower, or (y) 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 payment ofproceeds of the Loans, on demandincluding without limitation, (i) the reasonable fees and expenses disbursements of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the preparation, execution, delivery and administration gross negligence or willful misconduct of the Person to be indemnified). The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording termination of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditLoans.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of DickinsonDickxxxxx Xxxgxx XXXC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of this Agreement, the Loan Notes, the Security Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, Notes, the Loan Security Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Agent in connection with the preparation, execution, delivery and administration of the Loan Documents, the review of the Subordinated Debt Documents and the Preferred Stock Documents and the consummation of the transactions contemplated hereby and thereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default Unmatured Event or Event of Default or the enforcement ofor collection, or the exercise or preservation preservation, of any rights under, under any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with (which costs and expenses shall be deemed to include, without limitation, those incurred by any Event of Default auditor or consultant engaged by counsel for the Agent pursuant to Section 5.1(e) hereof), and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit or Existing Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit or Existing Letter of Credit. Without in any way limiting the foregoing, each reference to the Agent and its counsel in this Section 8.5(a) shall apply equally to Bank One, in its capacity as a Lender of all or any portion of the Term Loan hereunder, or in its capacity as the issuer of any Existing Letter of Credit, and its counsel.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, pay within fifteen (15) days after demand (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Administrative Agent and its Affiliates, in connection with the Lenders syndication of the credit facilities provided for herein and completed on the Closing Date, the preparation, negotiation, execution, delivery, modification, amendment, administration (and waiver of any provision) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder (whether or not the transactions contemplated hereby or thereby shall be consummated), including in each case the reasonable fees and expenses of counsel for the Administrative Agent (including the cost of internal counsel) with respect thereto and whether with respect to advising the Administrative Agent as to its rights and responsibilities under the Loan Documents and (ii) all reasonable out-of-pocket expenses incurred through negotiations, legal proceedings or otherwise)) by the Issuing Banks in connection with any Default the issuance, amendment, renewal or Event of Default or the enforcement of, or the exercise or preservation extension of any rights under, Letter of Credit 134 or any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) demand for payment thereunder. The Borrower further agrees to pay on demand all reasonable costs and expenses of the Agent Agents, the Issuing Banks and the Lenders, if any (including reasonable attorneys’ fees and expenses and the cost of internal counsel), in connection with the enforcement or protection of its rights (whether through negotiations, legal proceedings, or otherwise) in connection with any action the Loan Documents and the other documents to be delivered hereunder or proceeding relating to a court orderthereunder, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and including all such costs and expenses which any of them may incur relative incurred during a workout, restructuring or negotiations with respect to any payment under any Letter the Loans or Letters of Credit.

Expenses; Indemnification. (a) The Each of the Company and the Multicurrency Subsidiary Borrowers jointly and severally agree agrees to pay, or reimburse the Agent and the Lenders for the payment of, on demand, : (ia) the reasonable fees and expenses of counsel to the Agent, including without limitation the reasonable fees and expenses of DickinsonSidley & Austin, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of this Agreement, the other Loan Documents Documents, any documents or instruments prepared prior to the Effective Date and the consummation of the transactions contemplated hereby, and in connection with advising the Agent and the Lenders as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, ; and (iib) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes, the Swing Line Note and the other Loan Documents (or the verification of filing, recording, perfection or priority thereof) or and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, ; and (iiic) all reasonable costs and expenses of the Agent and the Lenders each Lender (including reasonable fees and expenses of counsel and whether when incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement, the Notes, the Swing Line Note or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditAgreement.

Expenses; Indemnification. Borrower covenants and agrees to pay all costs, expenses and charges (aincluding, without limitation, all fees and charges of engineers, appraisers and Administrative Agent’s Counsel) The Borrowers jointly and severally agree to pay, incurred by Administrative Agent or reimburse the Agent for the payment of, on demand, any Lender in connection with (i) the reasonable fees preparation for and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated herebyhereby or for the performance hereof and of the other Credit 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 Credit Documents. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and Administrative Agent or any Lender pays such costs, charges or expenses, Borrower shall reimburse Administrative Agent or such Lender, as 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 them harmless against, (x) any and all liabilities with respect 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 resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses proposed use by Borrower of the Agent and proceeds of any of the Lenders (including reasonable Loans or of any other extension of credit under the Credit Facility, including, without limitation, the fees and expenses disbursements of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default such investigation, litigation or Event of Default or the enforcement ofother proceedings and (y) any and all claims, or the exercise or preservation actions, suits, proceedings, costs, expenses, losses, damages and liabilities of any rights underkind, including in tort, penalties and interest, arising out or by reason of any Loan Document matter relating, directly or indirectly, to the ownership, condition, development, construction, sale, rental or financing of any of Borrower’s Investments 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 under this Section and under Sections 3.01, 3.03, 6.03 and 6.04 shall survive the repayment of all amounts due under or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default Credit Documents and (iv) all reasonable costs and expenses the termination of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditFacility.

Expenses; Indemnification. (a) a)......The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent Bank and NBD Michigan for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agenttheir counsel, including without limitation the fees and expenses of Messrs. Dickinson, Wright, Moon, Van Dusen & FreexxxXxxxxxx, xx in connection with the preparation, execution, delivery delivery, and administration of this Agreement and the other Loan Documents Documents, and in connection with advising the Agent Bank and NBD Michigan as to its their rights and responsibilities with respect thereto, and in connection with any amendments, waivers waivers, or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing filing, or recording of the this Agreement or any other Loan Documents (or the verification of filingDocument, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent Bank and the Lenders NBD Michigan (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any this Agreement or the other Loan Document Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default Agreement, and (iv) all reasonable costs and expenses of the Agent Bank and NBD Michigan (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction injunction, or other process or decree restraining or seeking to restrain the Agent Bank from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, on demand, Borrower shall pay (i) the all reasonable fees documented out-of-pocket costs and expenses of the Administrative Agent and its Affiliates (other than the fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates related to the Agentpreparation, including without limitation due diligence and closing of the fees and expenses of DickinsonLoan Documents that are delivered on the Closing Date (the “Closing Date Legal Costs”)), Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparationsyndication of the credit facilities provided for herein, execution, delivery the preparation and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, modifications or waivers thereof (other than the Closing Date Legal Costs) (whether or consents not the transactions contemplated in connection therewiththis Agreement or any other Loan Document shall be consummated), (ii) all stamp and other taxes and fees payable or determined to be payable reasonable documented out-of-pocket expenses incurred by the Issuing Bank in connection with the executionissuance, deliveryamendment, filing renewal or recording extension of the Loan Documents (any Letter of Credit or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, any demand for payment thereunder and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable documented out-of-pocket costs and expenses (including, without limitation, the reasonable documented fees, charges and disbursements of outside counsel) incurred by the Agent and Administrative Agent, the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings Issuing Bank or otherwise)) any Lender in connection with any Default or Event of Default or the enforcement ofor protection of its rights in connection with this Agreement and the other Loan Documents, or the exercise or preservation of any including its rights underunder this Section 10.3, any Loan Document or in connection with the Loans made or any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter Letters of Credit and issued hereunder, including all such documented out-of-pocket expenses incurred during any and all costs and expenses which any workout, restructuring or negotiations in respect of them may incur relative to any payment under any Letter such Loans or Letters of Credit. The Borrower shall pay to the Administrative Agent or STRH, as applicable, all fees due from time to time under the Fee Letter.

Expenses; Indemnification. (a) The Borrowers jointly Company agrees to pay upon demand and severally agree to pay, or reimburse the Agent save NBD harmless from liability for the payment of, on demand, of (i) the reasonable fees and out-of-pocket expenses of counsel to NBD in connection with preparing and executing this Agreement and the AgentSecurity Documents, (ii) all other out-of-pocket expenses of NBD incurred in connection with this Agreement and the other Loan Documents and consummating the transactions contemplated hereby, including without limitation all environmental, real estate survey, appraisal, title insurance, and other costs necessary to perfect the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery and administration security interests of the Loan Documents and Lenders in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewithCollateral, (iiiii) all stamp and other taxes and fees payable or determined to be payable in connection with the executionexecuting, deliverydelivering, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of and consummating the transactions contemplated herebythereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iiiiv) all reasonable costs and expenses of the Agent and the Lenders NBD (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default actual or potential Event of Default or the enforcement of, or the exercise exercising or preservation of preserving any rights under, any the Credit Obligations or the Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default Documents, and (ivv) all reasonable costs and expenses of the Agent NBD (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction injunction, or other process or decree restraining or seeking to restrain the Agent NBD from paying any amount under, under or otherwise relating in any way to, to the IRB L/C or any Letter of Credit and any and all costs and expenses which any of them may incur relative relating to any payment under the IRB L/C or any Letter of CreditCredit (except as otherwise provided in subsection (b) below).

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of outside legal counsel to the Agent, including without limitation the fees and expenses of DickinsonDickxxxxx Xxxgxx XXXC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of this Agreement, the Loan Documents Notes, the Guaranties and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Loan Documents (or Notes, the verification of filing, recording, perfection or priority thereof) or Guaranties and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of legal counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document this Agreement or the Notes, the Guaranties or in connection with any refinancing financing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default Agreement, and (iv) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of legal counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit. The Company indemnifies and agrees to hold harmless the Agent and the Lenders from and against any and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature (including reasonable attorneys fees and disbursements), imposed on, incurred by or asserted against any of them in any way relating to or arising out of this Agreement, the Notes, the Guaranties and any other document and agreement executed pursuant hereto (including the administration and enforcement thereof) or in any way relating to or arising out of any activities of the Company, including without limitation the Company's acquisition, or attempted acquisitions, directly or indirectly, in any manner, of a part or all of the stock (or other equity interest) or assets of any person or the manufacture, sale, lease, or return or other disposition of any goods by the Company or any Subsidiary (including, without limitation, latent and other defects, whether or not discoverable by the Lender or the Company or any Subsidiary, any tort claim (whether in strict liability or otherwise), and any claim for patent, trademark or copyright infringement).

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Corporation agrees to pay, or reimburse the Agent Bank for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the AgentBank, including without limitation the fees and expenses of DickinsonXxxxxxxx Xxxxx LLP and Xxxxxxxxx Xxxxxx PLLC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of this Agreement and the Loan Documents Notes, and in connection with advising the Agent Bank as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (this Agreement or the verification of filingNotes, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, other than any income or similar taxes attributed to the income of the Bank from any amounts charged or paid hereunder to the Bank, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders Bank (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document this Agreement or the Notes or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditAgreement.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, Borrower shall pay on demand, demand (i) the reasonable fees and expenses disbursements of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Bank in connection with the preparationpreparation of this Agreement and the preparation or review of each agreement, executionopinion, delivery certificate and administration of the Loan Documents and other document referred to in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, delivered pursuant hereto; (ii) all stamp reasonable out-of-pocket costs and expenses of the Bank in connection with the administration of this Agreement and the other Loan Documents, and any waiver or amendment of any provision hereof or thereof, including without limitation, the reasonable fees and disbursements of counsel for the Bank; and (iii) if any Event of Default occurs and is continuing, all reasonable costs and expenses incurred by the Bank, including the reasonable fees and disbursements of counsel to the Bank, and of any appraisers, environmental engineers or consultants, or investment banking firms retained by the Bank in connection with such Event of Default or collection, bankruptcy, insolvency and other taxes enforcement proceedings related thereto. The Borrower agrees to pay, indemnify and fees hold the Bank harmless from, any and all recording and filing fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise or other taxes, if any, which may be payable or determined to be payable in connection with the execution, delivery, filing or recording execution and delivery of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation or administration of any of the transactions contemplated herebyby, and or any and all liabilities with respect to amendment, supplement or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement modification of, or the exercise any waiver or preservation of any rights under, any Loan Document consent under or in connection with any refinancing or restructuring of the credit arrangements provided under respect of, this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of or the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount underLoan Documents, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Creditdocuments delivered pursuant hereto or thereto.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees fees, without premium, and reasonable expenses of counsel to the Agent, including without limitation the reasonable fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection Dickinson Wright PLLC as agreed upon with the Company in conxxxxxxx wixx xxx preparation, execution, delivery and administration of the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or this Agreement and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including without limitation reasonable fees and expenses of counsel, which counsel shall be acceptable to the Required Banks, including without limitation counsel who are employees of the Agent, and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any under the Loan Document Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement Agreement, (iv) any costs, internal charges and expenses (including without limitation reasonable fees and expenses of counsel, which attorneys may be employees of the Banks) paid or incurred by the Agent or any Bank in connection with any Event the collection and enforcement of Default the Loan Documents, and (ivv) all reasonable costs and expenses of the Agent and the Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (aA) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of DickinsonSidley Xxxxxx Xxxxx & Xxxx, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, executionexecution and delivery of this Agreement, delivery and administration of the Loan Notes, the Security Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, Notes, the Loan Security Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders Banks (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or the Notes or any Loan Security Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent and the Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, shall pay on demand, ------------------------- demand (i) the reasonable fees and expenses disbursements of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Banks in connection with the preparationpreparation of this Agreement and the preparation or review of each agreement, executionopinion, delivery certificate and administration of the Loan Documents and other document referred to in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, delivered pursuant hereto; (ii) all stamp reasonable out-of-pocket costs and expenses of the Banks in connection with the administration of this Agreement and the other Loan Documents, (including without limitation any lien search or filing fees) and any waiver or amendment of any provision hereof or thereof, including without limitation, the reasonable fees and disbursements of counsel for the Banks, and of any field examiner or auditor retained by the Banks as contemplated in Section 7.8; and (iii) if any Event of Default occurs, all reasonable costs and expenses incurred by the Banks, including the reasonable fees and disbursements of counsel to the Banks, and of any appraisers, environmental engineers or consultants, or investment banking firms retained by the Banks in connection with such Event of Default or collection, bankruptcy, insolvency and other taxes enforcement proceedings related thereto. Each Borrower agrees on a joint and fees several basis to pay, indemnify and hold the Banks harmless from, any and all recording and filing fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise or other taxes, if any, which may be payable or determined to be payable in connection with the execution, delivery, filing or recording execution and delivery of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation or administration of any of the transactions contemplated herebyby, and or any and all liabilities with respect to amendment, supplement or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement modification of, or the exercise any waiver or preservation of any rights under, any Loan Document consent under or in connection with any refinancing or restructuring of the credit arrangements provided under respect of, this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of or the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount underLoan Documents, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Creditdocuments delivered pursuant hereto or thereto.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees fees, without premium, and reasonable expenses of counsel to the Agent, including without limitation the reasonable fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection Dickinson Wright PLLC as agreed upon with the preparationBorrower in connection xxxx xxx xxxxxxation, execution, delivery and administration of the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or Notes and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including without limitation reasonable fees and expenses of counsel, which counsel shall be acceptable to the Required Banks, including without limitation counsel who are employees of the Agent, and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any under the Loan Document Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default Agreement, and (iv) all reasonable costs any costs, internal charges and expenses of the Agent (including without limitation reasonable fees and expenses of counsel, which attorneys may be employees of the Banks) paid or incurred by the Agent or any Bank in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter collection and enforcement of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Creditthe Loan Documents.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees fees, without premium, and reasonable expenses of counsel to the Agent, including without limitation the reasonable fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Xxxxxxxxx Xxxxxx PLLC as agreed upon with the Company in connection with the preparation, execution, delivery and administration of the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or Notes and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including without limitation reasonable fees and expenses of counsel, which counsel shall be acceptable to the Required Banks, including without limitation counsel who are employees of the Agent, and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any under the Loan Document Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement Agreement, (iv) any costs, internal charges and expenses (including without limitation reasonable fees and expenses of counsel, which attorneys may be employees of the Banks) paid or incurred by the Agent or any Bank in connection with any Event the collection and enforcement of Default the Loan Documents, and (ivv) all reasonable costs and expenses of the Agent and the Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Administrative Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Administrative Agent, including without limitation the fees and expenses of DickinsonMilbank, WrightTweed, Moon, Van Dusen Hadlxx & FreexxxXcClxx, xx connection with the preparation, execution, delivery and administration of this Agreement, any promissory notes issued hereunder, the Loan Support Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Administrative Agent as to its rights and responsibilities with respect hereto and thereto, and in connection with any amendments, waivers or consents in connection therewith, therewith and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, any promissory notes issued hereunder, the Loan Support Documents (or the verification of filing, recording, perfection or priority thereof) or and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Administrative Agent and the Lenders Banks (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement, any Loan promissory note issued hereunder or any Support Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Issuing Bank, the Administrative Agent and the Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent Issuing Bank from paying any amount under, or otherwise relating in any way toCredit Agreement 68 - 00 - xxx xx, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of DickinsonXxxxxxxxx Xxxxxx PLLC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any the Loan Document Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent Agents for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Collateral Agent, including without limitation the fees and expenses of Messrs. Dickinson, Wright, Moon, Van Dusen & FreexxxXxxxxxx, xx in connection with the preparation, execution, delivery and administration of this Agreement, the Loan Notes, the Security Documents and in connection with advising the Collateral Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, Notes, the Loan Security Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent Agents and the Lenders Banks (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document this Agreement, the Notes or the Security Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent Agents and the Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of DickinsonDickxxxxx Xxxgxx XXXC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.relating

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, pay within fifteen (15) days after demand (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Administrative Agent and its Affiliates, in connection with 138 the Lenders syndication of the credit facilities provided for herein and completed on the Closing Date, the preparation, negotiation, execution, delivery, modification, amendment, administration (and waiver of any provision) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder (whether or not the transactions contemplated hereby or thereby shall be consummated), including in each case the reasonable fees and expenses of counsel for the Administrative Agent (including the cost of internal counsel) with respect thereto and whether with respect to advising the Administrative Agent as to its rights and responsibilities under the Loan Documents and (ii) all reasonable out-of-pocket expenses incurred through negotiations, legal proceedings or otherwise)) by the Issuing Banks in connection with any Default the issuance, amendment, renewal or Event of Default or the enforcement of, or the exercise or preservation extension of any rights under, Letter of Credit or any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) demand for payment thereunder. The Borrower further agrees to pay on demand all reasonable costs and expenses of the Agent Agents, the Issuing Banks and the Lenders, if any (including reasonable attorneys’ fees and expenses and the cost of internal counsel), in connection with the enforcement or protection of its rights (whether through negotiations, legal proceedings, or otherwise) in connection with any action the Loan Documents and the other documents to be delivered hereunder or proceeding relating to a court orderthereunder, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and including all such costs and expenses which any of them may incur relative incurred during a workout, restructuring or negotiations with respect to any payment under any Letter the Loans or Letters of Credit.

Expenses; Indemnification. Mortgagor agrees (a) The Borrowers jointly and severally agree to pay, pay or reimburse Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the Agent for the payment development, preparation and execution of, on demandand any amendment, (i) supplement or modification to, the Guarantee and the other Mortgagor Obligation Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to Mortgagee, (b) to pay or reimburse each Lender and the Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under the Credit Agreement, the Guarantee, the other Mortgagor Obligation Documents and any such other documents prepared in connection herewith or therewith, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel in lieu of the fees and expenses of outside counsel) to each Lender and of counsel to the Agent, including without limitation (c) to pay, indemnify, and hold each Lender and the Agent harmless from, any and all recording and filing fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery any and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities all liabilities with respect theretoto, and or resulting from any delay in connection with any amendmentspaying, waivers or consents in connection therewithstamp, (ii) all stamp excise and other taxes and fees similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Agreement, the Guarantee, the other Mortgagor Obligation Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, filing or recording enforcement, performance and administration of the Loan Documents (Credit Agreement, the Guarantee, the other Mortgagor Obligation Documents, the Stock Purchase Agreement, the Stock Purchase, the Merger or the verification of filing, recording, perfection or priority thereof) or the consummation use of the transactions contemplated herebyproceeds of the Loans in connection with the Stock Purchase, and any and such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Mortgagor, any of its Subsidiaries or any of the Properties (all liabilities the foregoing in this clause (d), collectively, the "indemnified liabilities"), PROVIDED, that the Mortgagor shall have no obligation hereunder to the Agent or any Lender with respect to indemnified liabilities arising from (1) the gross negligence or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses willful misconduct of the Agent or any such Lender or (2) legal proceedings commenced against the Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable under the Credit Agreement and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditGuarantee.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent Bank for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the AgentBank, including without limitation the fees and expenses of DickinsonDickinson Wright PLLC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery xxxxxxxx xxx xxministration of this Agreement, the Note and administration of the Loan Security Documents and in connection with advising the Agent Bank as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Loan Note, the Security Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders Bank (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or the Note or any Loan Security Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of CreditAgreement.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, Borrower shall pay on demand, demand (i) any and all reasonable expenses incurred by the Agent in connection with the syndication of the Revolving Credit Loans; (ii) all out-of-pocket costs and expenses of the Agent in connection with the administration of this Agreement and the other Loan Documents, and any waiver or amendment of any provision hereof or thereof, including without limitation, the reasonable fees and disbursements of counsel for the Agent; and (iii) if any Default or Event of Default occurs, all reasonable costs and expenses incurred by the Agent and the Lenders, including the reasonable fees and disbursements of counsel to the AgentAgent and the Lenders, including without limitation and of any field examiners, auditors, appraisers, environmental engineers or consultants, or investment banking firms retained by the fees Agent and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery and administration of the Loan Documents and Lenders in connection with advising such Event of Default or collection, bankruptcy, insolvency and other enforcement proceedings related thereto. The Borrower agrees to pay, indemnify and hold the Agent as to its rights and responsibilities the Lenders harmless from, any and all recording and filing fees, and any and all liabilities with respect theretoto, and or resulting from any delay in connection with any amendmentspaying, waivers stamp, excise or consents in connection therewithother taxes, (ii) all stamp and other taxes and fees if any, which may be payable or determined to be payable in connection with the execution, delivery, filing or recording execution and delivery of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation or administration of any of the transactions contemplated herebyby, and or any and all liabilities with respect to amendment, supplement or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement modification of, or the exercise any waiver or preservation of any rights under, any Loan Document consent under or in connection with any refinancing or restructuring of the credit arrangements provided under respect of, this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of or the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount underLoan Documents, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Creditdocuments delivered pursuant hereto or thereto.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Freexxx xxx any other counsel retained by the Agent in connection with the preparation, execution, delivery and administration of the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Security Documents (or the verification of filing, recording, perfection or priority thereof) or and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default Unmatured Event or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (ai) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, will pay on demand, : (iA) the reasonable fees and expenses disbursements of counsel to the AgentBank in connection with the preparation or review of this Agreement and the preparation or review of each agreement, opinion, certificate and other document referred to in or delivered pursuant hereto; (B) all out-of-pocket costs and expenses of the Bank in connection with the administration of this Agreement and the other Loan Documents, and any waiver or amendment of any provision hereof or thereof, including without limitation limitation, the reasonable fees and disbursements of counsel for the Bank, travel expenses and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery and administration any representative of the Loan Documents Bank or any field examiner or auditor retained by the Bank as contemplated in Section 6(h); and (C) if any Event of Default occurs, all costs and expenses incurred by the Bank, including the reasonable fees and disbursements of counsel to the Bank, and of any appraisers, environmental engineers or consultants, or investment banking firms retained by the Bank in connection with advising such Event of Default or collection, bankruptcy, insolvency and other enforcement proceedings related thereto. The Borrowers agree to pay, indemnify and hold the Agent as to its rights Bank harmless from, any and responsibilities all recording and filing fees, and any and all liabilities with respect theretoto, and or resulting from any delay in connection with any amendmentspaying, waivers stamp, excise or consents in connection therewithother taxes, (ii) all stamp and other taxes and fees if any, which may be payable or determined to be payable in connection with the execution, delivery, filing or recording execution and delivery of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation or administration of any of the transactions contemplated herebyby, and or any and all liabilities with respect to amendment, supplement or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement modification of, or the exercise any waiver or preservation of any rights under, any Loan Document consent under or in connection with any refinancing or restructuring of the credit arrangements provided under respect of, this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of or the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount underLoan Documents, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Creditdocuments delivered pursuant hereto or thereto.

Expenses; Indemnification. (ai) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, will pay on demand, : (iA) the reasonable fees and expenses disbursements of counsel to the AgentBank in connection with the preparation of this Agreement and the preparation or review of each agreement, opinion, certificate and other document referred to in or delivered pursuant hereto; (B) all out-of-pocket costs and expenses of the Bank in connection with the administration of this Agreement and the other Loan Documents, and any waiver or amendment of any provision hereof or thereof, including without limitation limitation, the reasonable fees and disbursements of counsel for the Bank, travel expenses and expenses of Dickinsonany field examiner or auditor retained by the Bank as contemplated in Section 6(h); and (C) if any Event of Default occurs, Wrightall costs and expenses incurred by the Bank, Moonincluding the reasonable fees and disbursements of counsel to the Bank, Van Dusen & Freexxxand of any appraisers, xx connection with environmental engineers or consultants, or investment banking firms retained by the preparation, execution, delivery and administration of the Loan Documents and Bank in connection with advising such Event of Default or collection, bankruptcy, insolvency and other enforcement proceedings related thereto. The Borrowers agree to pay, indemnify and hold the Agent as to its rights Bank harmless from, any and responsibilities all recording and filing fees, and any and all liabilities with respect theretoto, and or resulting from any delay in connection with any amendmentspaying, waivers stamp, excise or consents in connection therewithother taxes, (ii) all stamp and other taxes and fees if any, which may be payable or determined to be payable in connection with the execution, delivery, filing or recording execution and delivery of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation or administration of any of the transactions contemplated herebyby, and or any and all liabilities with respect to amendment, supplement or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement modification of, or the exercise any waiver or preservation of any rights under, any Loan Document consent under or in connection with any refinancing or restructuring of the credit arrangements provided under respect of, this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of or the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount underLoan Documents, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Creditdocuments delivered pursuant hereto or thereto.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Agent in connection with the preparation, execution, delivery and administration of the Loan Documents, the review of the Subordinated Debt Documents and the Preferred Stock Documents and the consummation of the transactions contemplated hereby and thereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default Unmatured Event or Event of Default or the enforcement ofor collection, or the exercise or preservation preservation, of any rights under, under any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with (which costs and expenses shall be deemed to include, without limitation, those incurred by any Event of Default auditor or consultant engaged by counsel for the Agent pursuant to subsection 5.1(e) hereof), and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit. Without in any way limiting the foregoing, each reference to the Agent and its counsel in this subsection 8.5(a) shall apply equally to the Term Loan Lender, in its capacity as a Lender of all or any portion of the Term Loan hereunder, and its counsel.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent Bank for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the AgentBank, including without limitation the fees and expenses of DickinsonXxxxxxxxx Xxxxxx PLLC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of this Agreement and the Loan Documents Notes, and in connection with advising the Agent Bank as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (this Agreement or the verification of filingNotes, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders Bank (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document this Agreement or the Notes or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default Agreement, and (iv) all reasonable costs and expenses of the Agent Bank (including reasonable fees and expenses of counsel) in Hastings Manufacturing Company August 28, 1998 Page 29 connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent Bank from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Dickxxxxx Xxxgxx XXXC and any other counsel retained by the Agent in connection with the preparation, execution, delivery and administration of the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Security Documents (or the verification of filing, recording, perfection or priority thereof) or and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default Unmatured Event or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent Bank for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the AgentBank, including without limitation the fees and expenses of DickinsonXxxxxxxxx Xxxxxx PLLC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery and administration of this Agreement, the Note and the other Loan Documents Documents, and in connection with advising the Agent Bank as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (this Agreement or the verification of filingNote or the other Loan Documents, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders Bank (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document this Agreement or the Note or in connection with any other Loan Document or any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default Agreement, and (iv) all reasonable costs and expenses of the Agent Bank (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent Bank from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent Bank for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the AgentBank, including without limitation the fees and expenses of Messrs. Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery and administration of this Agreement, the Loan Notes, the Security Documents and in connection with advising the Agent Bank as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, Notes, the Loan Security Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders Bank (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or the Note or any Loan Security Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent Bank (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent Bank from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Administrative Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Administrative Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Xxxxxxx and any other counsel retained by the Administrative Agent in connection with the preparation, execution, delivery and administration of this Agreement, the Loan Notes, the Security Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Administrative Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Loan Notes, the Security Documents (or the verification of filing, recording, perfection or priority thereof) or and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default Unmatured Event or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or the Notes or any Loan Security Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Administrative Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Administrative Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. Mortgagor agrees (a) The Borrowers jointly and severally agree to pay, pay or reimburse Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the Agent for the payment development, preparation and execution of, on demandand any amendment, (i) supplement or modification to, the Credit Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to Mortgagee, (b) to pay or reimburse each Lender and the Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under the Credit Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel in lieu of the fees and expenses of outside counsel) to each Lender and of counsel to the Agent, including without limitation (c) to pay, indemnify, and hold each Lender and the Agent harmless from, any and all recording and filing fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx connection with the preparation, execution, delivery any and administration of the Loan Documents and in connection with advising the Agent as to its rights and responsibilities all liabilities with respect theretoto, and or resulting from any delay in connection with any amendmentspaying, waivers or consents in connection therewithstamp, (ii) all stamp excise and other taxes and fees similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, filing or recording enforcement, performance and administration of the Credit Agreement, the other Loan Documents (Documents, the Stock Purchase Agreement, the Stock Purchase, the Merger or the verification of filing, recording, perfection or priority thereof) or the consummation use of the transactions contemplated herebyproceeds of the Loans in connection with the Stock Purchase, and any and such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Mortgagor, any of its Subsidiaries or any of the Properties (all liabilities the foregoing in this clause (d), collectively, the "indemnified liabilities"), PROVIDED, that the Mortgagor shall have no obligation hereunder to the Agent or any Lender with respect to indemnified liabilities arising from (1) the gross negligence or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses willful misconduct of the Agent and the Lenders or any such Lender or (including reasonable fees and expenses of counsel and whether incurred through negotiations, 2) legal proceedings commenced against the Agent or otherwise)) any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document or its capacity as such. The agreements in connection with any refinancing or restructuring this subsection shall survive repayment of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any Loans and all costs and expenses which any of them may incur relative to any payment other amounts payable under any Letter of Creditthe Credit Agreement.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, Borrower shall pay on demand, (i) the reasonable fees and demand all expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Lender in connection with the preparation, executionnegotiation, delivery administration, default, collection, waiver or amendment of this Agreement, the Note, the Security Agreement, and administration of the Loan Documents and any other document prepared in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers herewith or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the executionLender’s exercise, deliverypreservation or enforcement of any of its rights, filing remedies or recording options hereunder, including, without limitation, fees of the Loan Documents (outside legal counsel or the verification allocated costs of filingin-house legal counsel, recordingaccounting, perfection consulting, brokerage or priority thereof) other similar professional fees or the consummation of the transactions contemplated herebyexpenses, and any and all liabilities fees or expenses associated with respect travel or other costs relating to any appraisals or resulting from examinations conducted in connection with the Loans or any delay in paying or omitting to pay such taxes or feescollateral therefor, (iii) all reasonable costs and expenses of the Agent and the Lenders amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. The Borrower shall reimburse the Lender for all out-of-pocket costs expenses and charges (including, without limitation, reasonable fees and expenses charges of legal counsel and whether incurred through negotiations, legal proceedings or otherwise)for the Lender) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights underor remedies hereunder (including, any Loan Document or without limitation, in connection with any refinancing restructuring or restructuring insolvency or bankruptcy proceeding). The Borrower agrees to indemnify the Lender and its respective directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or out-of-pocket expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) arising out of or relating to this Agreement, the Note, the Security Agreement or to any actual or proposed use by any Borrower of the proceeds of the Loans or other extensions of credit arrangements provided under hereunder or to the performance or enforcement of this Agreement Agreement, the Note, the Security Agreement, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action such investigation or proceeding relating to a court order, injunction litigation or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Creditproceedings.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, Borrower shall pay on demand, demand ------------------------- (i) the reasonable fees and expenses disbursements of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Agent in connection with the preparationpreparation of this Agreement and the preparation or review of each agreement, executionopinion, delivery certificate and administration of the Loan Documents and other document referred to in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, delivered pursuant hereto which shall not exceed $75,000; (ii) all stamp out-of-pocket costs and expenses of the Agent in connection with the administration of this Agreement and the other Loan Documents, and any waiver or amendment of any provision hereof or thereof, including without limitation, the reasonable fees and disbursements of counsel for the Agent; and (iii) if any Default or Event of Default occurs, all reasonable costs and expenses incurred by the Agent and the Lenders, including the reasonable fees and disbursements of counsel to the Agent and the Lenders, and of any field examiners, auditors, appraisers, environmental engineers or consultants, or investment banking firms retained by the Agent and the Lenders in connection with such Event of Default or collection, bankruptcy, insolvency and other taxes enforcement proceedings related thereto. The Borrower agrees to pay, indemnify and fees hold the Agent and the Lenders harmless from, any and all recording and filing fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise or other taxes, if any, which may be payable or determined to be payable in connection with the execution, delivery, filing or recording execution and delivery of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation or administration of any of the transactions contemplated herebyby, and or any and all liabilities with respect to amendment, supplement or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement modification of, or the exercise any waiver or preservation of any rights under, any Loan Document consent under or in connection with any refinancing or restructuring of the credit arrangements provided under respect of, this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of or the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount underLoan Documents, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Creditdocuments delivered pursuant hereto or thereto.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees fees, without premium, and expenses of counsel to the Agent, including without limitation the reasonable fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Xxxxxxx as agreed upon with the Company in connection with the preparation, execution, delivery and administration of the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or Notes and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders (including without limitation reasonable fees and expenses of counsel, which counsel shall be acceptable to the Required Banks, including without limitation counsel who are employees of the Agent, and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any under the Loan Document Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent and the Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree Company agrees to pay, or reimburse the Agent Bank for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the AgentBank, including without limitation the fees and expenses of DickinsonDickinson Wright PLLC, Wright, Moon, Van Dusen & Freexxx, xx in connection with the preparation, execution, delivery xxxxxxxx axx xxxinistration of this Agreement, the Note and administration of the other Loan Documents Documents, and in connection with advising the Agent Bank as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Loan Documents (this Agreement or the verification of filingNote or the other Loan Documents, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent and the Lenders Bank (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, any Loan Document this Agreement or the Note or in connection with any other Loan Document or any refinancing or restructuring of the credit arrangements provided under this Agreement in connection with any Event of Default Agreement, and (iv) all reasonable costs and expenses of the Agent Bank (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent Bank from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit.

Expenses; Indemnification. (a) The Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, shall pay on demand, demand ------------------------- (i) the reasonable fees and expenses disbursements of counsel to the Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx, xx Banks in connection with the preparationpreparation of this Agreement and the preparation or review of each agreement, executionopinion, delivery certificate and administration of the Loan Documents and other document referred to in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, delivered pursuant hereto; (ii) all stamp reasonable out-of-pocket costs and expenses of the Banks in connection with the administration of this Agreement and the other Loan Documents, (including without limitation any lien search or filing fees) and any waiver or amendment of any provision hereof or thereof, including without limitation, the reasonable fees and disbursements of counsel for the Banks, and of any field examiner or auditor retained by the Banks as contemplated in Section 7.8; and (iii) if any Event of Default occurs, all reasonable costs and expenses incurred by the Banks, including the reasonable fees and disbursements of counsel to the Banks, and of any appraisers, environmental engineers or consultants, or investment banking firms retained by the Banks in connection with such Event of Default or collection, bankruptcy, insolvency and other taxes enforcement proceedings related thereto. Each Borrower agrees on a joint and fees several basis to pay, indemnify and hold the Banks harmless from, any and all recording and filing fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise or other taxes, if any, which may be payable or determined to be payable in connection with the execution, delivery, filing or recording execution and delivery of the Loan Documents (or the verification of filing, recording, perfection or priority thereof) or the consummation or administration of any of the transactions contemplated herebyby, and or any and all liabilities with respect to amendment, supplement or resulting from any delay in paying or omitting to pay such taxes or fees, (iii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement modification of, or the exercise any waiver or preservation of any rights under, any Loan Document consent under or in connection with any refinancing or restructuring of the credit arrangements provided under respect of, this Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of or the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount underLoan Documents, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Creditdocuments delivered pursuant hereto or thereto.