Common use of Costs and Expenses; Indemnity Clause in Contracts

Costs and Expenses; Indemnity. 9.01 The Company covenants with the Bank, on demand, to pay all costs and expenses (on a full and unqualified basis) incurred in connection with the negotiation, preparation, execution and registration of this Debenture, and by the Bank or by a Receiver in the exercise of any powers, rights or remedies conferred by this Debenture, or which the Bank or a Receiver shall incur in or about the preservation or attempted preservation of this security or the preservation, recovery or realisation or attempted preservation, recovery or realisation of all or any part of the Charged Assets, together with Default Interest on the sums demanded. 9.02 The Company covenants to indemnify the Bank and a Receiver against all losses, actions, claims, expenses, demands and liabilities whether in contract, tort or otherwise now or hereafter incurred by it or him or by any manager, agent, officer or employee for whose liability act or omission it or he may be answerable for anything done or omitted in the exercise or purported exercise of the powers contained in this Debenture or occasioned by any breach by the Company of any of its covenants or other obligations to the Bank. The Company shall so indemnify the Bank and a Receiver on demand and shall pay Default Interest on the sums demanded. 9.03 The Bank and any Receiver may retain and pay out of any money received, collected, recovered or realised under this Debenture all sums required to implement the indemnity in Clause 9.02 and such sums shall be a charge on the Charged Assets and shall rank in priority to any other Secured Indebtedness.

Costs and Expenses; Indemnity. 9.01 The Company covenants with the Bank, on demand, (a) Assignor agrees to pay on demand all costs and expenses (on a full and unqualified basis) incurred of Assignee, including without limitation all attorneys' fees, in connection with the negotiation, preparation, execution and registration of this Debentureenforcement or attempted enforcement of, and by the Bank or by a Receiver in the exercise preservation of any powers, rights or remedies conferred by interests under, this DebentureAgreement, and the assignment, sale or which the Bank or a Receiver shall incur in or about the preservation or attempted preservation other disposal of this security or the preservation, recovery or realisation or attempted preservation, recovery or realisation of all or any part of the Charged Assets, together with Default Interest on the sums demandedIntellectual Property Collateral. 9.02 The Company covenants (b) Assignor hereby agrees to indemnify the Bank Assignee, any affiliate thereof, and a Receiver against their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, claimsjudgments, expensessuits, demands costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, reasonable attorneys' fees and liabilities whether attorneys' fees incurred pursuant to 11 U.S.C., which may be imposed on, incurred by, or asserted against any Indemnified Person, in contractany way relating to or arising out of this Agreement, tort including in connection with any infringement or alleged infringement with respect to any Intellectual Property Collateral, or any action taken or omitted to be taken by it hereunder (the "Indemnified Liabilities"); PROVIDED that Assignor shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, Assignor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. (c) Any amounts payable to Assignee under this Section 11 or otherwise now or hereafter incurred by it or him or by any managerunder this Agreement if not paid upon demand shall bear interest from the date of such demand until paid in full, agent, officer or employee for whose liability act or omission it or he may be answerable for anything done or omitted at the default rate of interest set forth in the exercise or purported exercise of the powers contained in this Debenture or occasioned by any breach by the Company of any of its covenants or other obligations to the Bank. The Company shall so indemnify the Bank and a Receiver on demand and shall pay Default Interest on the sums demandedLoan Agreement. 9.03 The Bank and any Receiver may retain and pay out of any money received, collected, recovered or realised under this Debenture all sums required to implement the indemnity in Clause 9.02 and such sums shall be a charge on the Charged Assets and shall rank in priority to any other Secured Indebtedness.

Costs and Expenses; Indemnity. 9.01 (a) The Company covenants with the Bank, on demand, agrees to pay on demand (i) all reasonable costs and expenses (on a full and unqualified basis) of the Agent incurred in connection with the negotiation, preparation, execution and registration delivery of this DebentureAgreement, the Notes and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxx Xxxxx & Bxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Bank Agent, the Banks or by any other holders of a Receiver Note in connection with the exercise of any powers, rights or remedies conferred by this Debenture, or which the Bank or a Receiver shall incur in or about the preservation or attempted preservation enforcement of this security Agreement or the preservation, recovery or realisation or attempted preservation, recovery or realisation of all or Notes and any part of the Charged Assets, together with Default Interest on the sums demanded. 9.02 The Company covenants other instruments and documents to indemnify the Bank and a Receiver against all losses, actions, claims, expenses, demands and liabilities whether in contract, tort or otherwise now or hereafter incurred by it or him or by any manager, agent, officer or employee for whose liability act or omission it or he may be answerable for anything done or omitted in the exercise or purported exercise of the powers contained in this Debenture or occasioned by any breach by the Company of any of its covenants or other obligations to the Bankdelivered hereunder. The Company shall so agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent or any Bank and a Receiver on demand and shall pay Default Interest on by any Person which arises out of the sums demanded. 9.03 The Bank and any Receiver may retain and pay transactions contemplated or provided for hereby or by the Notes, or out of any money receivedaction or inaction by the Agent or any Bank hereunder or thereunder, collected, recovered except for such thereof as is caused by the gross negligence or realised under willful misconduct of the party indemnified. (a) The provisions of this Debenture all sums required to implement Section 11.8 and the indemnity in Clause 9.02 protective provisions of Section 9.4 hereof shall survive payment of the Notes and such sums shall be a charge on the Charged Assets and shall rank in priority to any other Secured Indebtednesstermination of the Banks’ Commitments hereunder.

Costs and Expenses; Indemnity. 9.01 The Company covenants with the Bank, on demand, (a) Borrower agrees to pay on demand all costs and expenses (on a full and unqualified basis) incurred of Lender, including without limitation all reasonable attorneys' fees, in connection with the negotiation, preparation, execution and registration of this Debentureenforcement or attempted enforcement of, and by the Bank or by a Receiver in the exercise preservation of any powers, rights or remedies conferred by interests under, this DebentureAgreement, and the assignment, sale or which the Bank or a Receiver shall incur in or about the preservation or attempted preservation other disposal of this security or the preservation, recovery or realisation or attempted preservation, recovery or realisation of all or any part of the Charged Assets, together with Default Interest on the sums demandedIntellectual Property Collateral. 9.02 The Company covenants (b) Borrower hereby agrees to indemnify the Bank Lender and a Receiver against any of its affiliates, and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, claimsjudgments, expensessuits, demands costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, reasonable attorneys' fees and liabilities whether attorneys' fees incurred pursuant to Xxxxxxx 00 Xxxxxx Xxxxxx Code, which may be imposed on, incurred by, or asserted against any Indemnified Person, in contractany way relating to or arising out of this Agreement, tort including in connection with any infringement or otherwise now alleged infringement with respect to any Intellectual Property Collateral, or hereafter incurred any action taken or omitted to be taken by it or him or by hereunder (the "Indemnified Liabilities"); PROVIDED that Borrower shall not be liable to any manager, agent, officer or employee Indemnified Person for whose liability act or omission it or he may be answerable for anything done or omitted in the exercise or purported exercise any portion of the powers contained in this Debenture or occasioned by any breach by the Company of any of its covenants or other obligations such Indemnified Liabilities to the Bank. The Company shall so indemnify the Bank and extent they are found by a Receiver on demand and shall pay Default Interest on the sums demanded. 9.03 The Bank and any Receiver may retain and pay out final decision of any money received, collected, recovered or realised under this Debenture all sums required a court of competent jurisdiction to implement the indemnity in Clause 9.02 and such sums shall be a charge on the Charged Assets and shall rank in priority to any other Secured Indebtedness.have resulted from such

Costs and Expenses; Indemnity. 9.01 (a) The Company covenants with the Bank, on demand, Borrower agrees to pay on demand all costs and expenses expenses, if any (on a full including outside counsel fees and unqualified basis) incurred expenses), in connection with the negotiationcollection or enforcement (whether through negotiations, preparation, execution and registration legal proceedings or otherwise) of this DebentureAgreement. (b) The Borrower agrees to indemnify and hold harmless the Lender, its Affiliates, and its and their respective directors, officers and employees (each, an “Indemnified Person”) against all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel) which may be incurred by or asserted against any Indemnified Person in connection with or arising out of any investigation, litigation or proceeding (i) related to any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Advance are applied or proposed to be applied, directly or indirectly, by the Bank Borrower, whether or by not the Lender or any such Indemnified Person is a Receiver in party to such transactions or (ii) related to the exercise of any powers, rights facility under this Agreement or remedies conferred by the Borrower’s entering into this DebentureAgreement, or which the Bank to any actions or a Receiver shall incur in or about the preservation or attempted preservation of this security or the preservation, recovery or realisation or attempted preservation, recovery or realisation of all or any part omissions of the Charged Assets, together with Default Interest on the sums demanded. 9.02 The Company covenants to indemnify the Bank and a Receiver against all losses, actions, claims, expenses, demands and liabilities whether in contract, tort Borrower or otherwise now or hereafter incurred by it or him or by any manager, agent, officer or employee for whose liability act or omission it or he may be answerable for anything done or omitted in the exercise or purported exercise of the powers contained in this Debenture or occasioned by any breach by the Company of any of its covenants officers, directors or other obligations employees in connection herewith; provided that the Borrower shall not be required to indemnify any such Indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of the Bank. The Company shall so indemnify the Bank and a Receiver on demand and shall pay Default Interest on the sums demandedgross negligence or willful misconduct of such Indemnified Person. 9.03 The Bank (c) To the extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any Receiver may retain and pay claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any transactions contemplated hereby, any Advance or the use of any money received, collected, recovered or realised under this Debenture all sums required to implement the indemnity in Clause 9.02 and such sums shall be a charge on the Charged Assets and shall rank in priority to any other Secured Indebtednessproceeds thereof.