Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Loan Parties are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). If Agent is not reimbursed for such costs and expenses by the Loan Parties and their Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Loan Parties and without limiting the obligation of any Loan Party to do so) from and against any and all Indemnified Liabilities; provided, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of the Loan Parties. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs, Expenses. Each Party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Guarantee Agreement.

FEES, COSTS AND EXPENSES; INDEMNIFICATION. The [[Organization A:Organization]] will pay to [[Organization B:Organization]] upon demand all fees, costs and expenses (including EXIM Bank Expenses, fees of attorneys and professionals and their costs and expenses) that [[Organization B:Organization]] incurs or may from time to time impose in connection with any of the following: # preparing, negotiating, administering, and enforcing this Agreement or any other agreement executed in connection herewith, including any amendments, waivers or consents in connection with any of the foregoing, # any litigation or dispute (whether instituted by [[Organization B:Organization]], [[Organization A:Organization]] or any other person) in any way relating to the Receivables, the Collateral, this Agreement or any other agreement executed in connection herewith or therewith, # enforcing any rights against [[Organization A:Organization]] or any guarantor, or any Account Debtor, # protecting or enforcing its interest in the Receivables or the Collateral, # collecting the Receivables and the Obligations, or # the representation of [[Organization B:Organization]] in connection with any bankruptcy case or insolvency proceeding involving [[Organization A:Organization]], any Receivable, the Collateral, any Account Debtor, or any guarantor. [[Organization A:Organization]] shall indemnify and hold [[Organization B:Organization]] harmless from and against any and all claims, actions, damages, costs, expenses, and liabilities of any nature whatsoever arising in connection with any of the foregoing.

Indemnification; Expenses. (i) The Company hereby indemnifies and holds harmless each Bank (including each Issuing Bank) and the Administrative Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this ‎[Section 2.15]; provided that the Company shall not be required to indemnify any Bank or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses, to the extent finally determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Person.

Expenses; Indemnification. Each of the Obligors agrees to pay Agent, on demand, its pari passu share of all reasonable costs and expenses of any kind, including counsel fees, which Agent may incur in enforcing any of its or any of the Pari Passu Creditors’ rights or remedies against the Obligors under this Section 4. Aegis and each Pari Passu Creditor shall reimburse Agent upon demand for its ratable share of any reasonable costs or out of pocket expenses (including attorney’s fees and expenses) incurred by Agent in enforcing any of its or any of the Pari Passu Creditors’ rights or remedies against the Obligors in accordance with this Section 4 to the extent that Agent is not promptly reimbursed for such expenses by or on behalf of the Obligors. To the extent Agent is not promptly reimbursed by the obligors, EACH PARI PASSU creditor will reimburse and indemnify Agent, in proportion to its Pro Rata Share, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties as agent hereunder, in any way relating to or arising out of this Agreement; provided, that THE Pari Passu creditorS shall NOT be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross negligence, bad faith or willful misconduct. The obligation of the Pari Passu Creditors in this Section 4(e) shall survive the payment of all obligations of the Obligors under the Aegis Debt and the ​-District Debt.

Costs and Expenses. The Borrower shall, subject to the limitations set forth in SectionSections 2.21 and 5.08 with respect to the matters covered therein, pay # all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arranger and their respective Affiliates (including the reasonable fees, disbursements and other charges of a single counsel for the Administrative Agent and, if the Arranger is not an Affiliate of the Administrative Agent, a single counsel for the Arranger (and, as required, a single local or regulatory counsel in any applicable jurisdiction)) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and # all out-of-pocket expenses incurred by the Administrative Agent, the Arranger or any Lender (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, the Arranger or any Lender), in connection with the enforcement or protection of its rights # in connection with this Agreement and the other Loan Documents, including its rights under this Section, or # in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. The foregoing costs and expenses under this Section 10.04 shall include all due diligence, search, filing, recording, title insurance, printing, reproduction, document delivery, travel, CUSIP, electronic platform, communication costs and appraisal charges and fees and Taxes related thereto, and other out-of-pocket expenses reasonably incurred by the Administrative Agent and the Arranger and [[Organization B:Organization]] (including, in connection with any workout or restructuring, the cost of financial advisors and other outside experts retained by the Administrative Agent and the Arranger and [[Organization B:Organization]]). All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all Obligations.

Costs and Expenses. The Borrower and each other Credit Party, jointly and severally, shall pay # all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates

Costs and Expenses. The Borrower hereby reaffirms its agreement under the Loan Agreement to pay or reimburse the Lender on demand for all reasonable costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto.

Costs and Expenses. The Borrower shall pay to the Lender, on demand, any and all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Lender in establishing, maintaining, protecting or enforcing any of the Lender’s rights or the Obligations, including, without limitation, any and all such costs and expenses incurred or paid by the Lender in defending the Lender’s security interest in, title or right to the Collateral or in collecting or attempting to collect or enforcing or attempting to enforce payment of the Obligations.

Costs and Expenses. The Parties shall pay their own respective legal and other costs and expenses relating to this Agreement. However, in the event of legal action between the Parties relating to this Agreement, the Party against which the legal action is resolved shall reimburse the other Party for all related legal and other costs and expenses reasonably incurred by the other Party.