OfficeMax 2013 Annual Report Download - page 298

the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or
any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by any Agent, any Bookrunner, any Issuing Bank or
any Lender, including the reasonable fees, charges and disbursements of any counsel for any Agent, any Issuing Bank or any Lender, in connection with the
enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans or Letters of Credit. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the
foregoing, costs and expenses incurred in connection with:
(i) appraisals and insurance reviews;
(ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or
either Collateral Agent or the internally allocated fees for each Person employed by the Administrative Agent or either Collateral Agent with respect
to each field examination, together with the reasonable fees and expenses associated with collateral monitoring services performed by the
Specialized Due Diligence Group of the Administrative Agent (and the Borrowers agree to modify or adjust the computation of the Borrowing Base
—which may include maintaining additional Reserves, modifying the advance rates or modifying the eligibility criteria for the components of the
Borrowing Base—to the extent required by the Administrative Agent as a result of any such evaluation, appraisal or monitoring);
(iii) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the
Administrative Agent;
(iv) taxes, fees and other charges for (A) lien and title searches and title insurance and (B) recording the Collateral Documents, filing
financing statements and continuations, and other actions to perfect, protect, and continue the Liens of each Collateral Agent;
(v) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or
take; and
(vi) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock
boxes, and costs and expenses of preserving and protecting the Collateral.
All of the foregoing costs and expenses may be charged when due to the Borrowers as Revolving Loans or to another deposit account, all as
described in Section 2.18(c).
(b) The Borrowers shall, jointly and severally, indemnify the Agents, the Issuing Banks and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “ Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection
- 135 -