Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder.
(b) The Borrowers jointly and severally agree to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or p...
Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, with...
Costs, Expenses and Indemnification. (a) The Borrowers agree to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the Notes, the administration of this Agreement and the Notes, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); and (ii) all costs and expenses of the Administrative Agent and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the Notes.
(b) The Borrowers hereby agree to indemnify and hold the Agents and each Lender and its officers, directors, employees, professional advisors and affiliates (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person):
(i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes or any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance;
(ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)at, upon or under any property of the Borrowers or any of their respective Affiliates or (2)by or on behalf of the Borrowers or any of their respective Affiliates at any time and in any place; or
(iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes.
(c) The Borrowers' obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Note...
Costs, Expenses and Indemnification. (a) The Borrower agrees to pay on demand (whether or not the transactions contemplated by this Agreement are consummated)
(i) all reasonable costs and expenses of each Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of the Loan Documents, including, without limitation, (A) all reasonable out-of-pocket due diligence, transportation, computer, printing, bank meeting, duplication, appraisal, audit, search, filing and recording fees and expenses and, with the prior approval of the Borrower, insurance and consultant fees, and (B) the reasonable fees and expenses of counsel with respect thereto, with respect to advising them as to their rights and responsibilities, or the perfection, protection or preservation of rights, or interests, under the Loan Documents, with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting, claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto and (ii) all costs and expenses of the Agents and the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender with respect thereto).
(b) The Borrower agrees to indemnify and hold harmless each Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that are actually incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Borrower's use of the proceeds of any Advance, (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or...
Costs, Expenses and Indemnification. (a) The Company agrees to pay and reimburse on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect hereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder. The Company further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.04(a). The Company shall not be responsible to reimburse any Bank for the costs of the appointment by such Bank of a Confirming Bank.
(b) The Company hereby indemnifies the Administrative Agent, Citigroup Global Markets Inc., Banc of America Securities LLC and X.X. Xxxxxx Securities Inc. as Joint Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, whether or not such investigation, litigation or proceeding is brought by the Company, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent ...
Costs, Expenses and Indemnification. The Borrowers agree to pay (on a joint and several basis) all costs and expenses of the Administrative Agent and each Agent in connection with the preparation, execution, delivery, modification and amendment of this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and each Agent with respect thereto and with respect to advising such agents as to their respective rights and responsibilities under this Agreement and such other Transaction Documents. The Borrowers further agree to pay (on a joint and several basis) all costs and expenses, if any (including reasonable counsel fees and expenses), of the Administrative Agent, each Agent and each Lender in connection with the enforcement of this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04 and all costs and expenses (including reasonable counsel fees and expenses) in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Borrowers hereunder or under any Transaction Document. The Borrowers further agree to indemnify (on a joint and several basis) each Lender, each Agent and the Administrative Agent and each of their respective affiliates, control persons, officers, directors, employees and agents (each an "Indemnified Party"), from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and disbursements of counsel) for which any of them may become liable or which may be incurred by or asserted against any of them in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising out of, related to or in connection with the transactions described herein whether or not any Indemnified Party or the Borrowers is a party thereto, including any transaction in which any proceeds of any Borrowing are or are proposed to be applied; provided, however, that neither Borrower shall be liable for any portion of such claims, damages, losses, liabilities or expenses resulting from an Indemnified Party's gross negligence or willful misconduct. The provisions of this Section 8.04 shall survive the termination of this Ag...
Costs, Expenses and Indemnification. The provisions regarding costs and expenses and indemnification Obligations contained in Section 10.04 of this Agreement shall apply in all respects to any transactions involving any Existing Qualified Note, any Existing Qualified Mortgage, any Qualified Term Note or any Qualified Mortgage and all actions taken or omitted to be taken by the Administrative Agent and the Lenders in connection therewith. Neither the Administrative Agent nor any of the Lenders shall be responsible for any losses, costs or expenses incurred by the Borrower or any of its Affiliates in connection with the loss of any recording tax credits or savings pertaining to any Existing Qualified Mortgage or any Qualified Mortgage. Further, without limitation of any other indemnification obligations of the Borrower pursuant to the Loan Documents, the Borrower hereby indemnifies the Administrative Agent and the Lenders from any and all losses, costs and expenses (including reasonable legal fees) they may incur as a result of failure by the Borrower or any of its Affiliates to pay any recording or other documentary taxes associated with any Existing Qualified Mortgage or any Qualified Mortgage.
Costs, Expenses and Indemnification. The provisions regarding costs and expenses and indemnification Obligations contained in Sections 11.04 and 11.07 of this Agreement shall apply in all respects to any transactions involving any Existing New York Note, any Existing New York Mortgage, any New York Term Note or any New York Mortgage and all actions taken or omitted to be taken by the Administrative Agent and the Banks in connection therewith. Neither the Administrative Agent nor any of the Banks shall be responsible for any losses, costs or expenses incurred by the Borrower or any of its Subsidiaries in connection with the loss of any recording tax credits or savings pertaining to any Existing New York Mortgage or any New York Mortgage. Further, without limitation of any other indemnification obligations of the Borrower pursuant to the Credit Documents, the Borrower will expressly indemnify the Administrative Agent and the Banks from any and all losses, costs and expenses (including reasonable legal fees) they may incur as a result of failure by the Borrower or any of its Subsidiaries to pay any recording or other documentary taxes associated with any Existing New York Mortgage or any New York Mortgage.
Costs, Expenses and Indemnification. Each Borrower agrees to pay all costs and expenses in connection with the execution and enforcement of the Loan Documents and the Security Documents to which it is a party or any other documents to be delivered by it hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for Lender with respect thereto and with respect to advising Lender as to its rights and responsibilities under this Agreement. Each Borrower agrees to pay on demand all losses, costs and expenses, if any (including reasonable counsel fees and expenses), incurred in connection with the preservation of any rights of Lender under, or the enforcement of, or legal advice in respect of, the rights or responsibilities of Lender under this Agreement with respect to Borrower, that Borrower's Note, the Security Documents to which such Borrower is a party, and any other documents delivered hereunder including, without limitation, losses, costs and expenses (other than taxes, fees, duties and assessments for which Borrower is not responsible under Section 2.11 hereof) sustained by Lender as a result of any failure by such Borrower to perform or observe its obligations contained herein or in such Borrower's Note or any other document related thereto. Each Borrower further agrees to indemnify and hold harmless Lender from and against any and all damages, losses, liabilities, costs and expenses resulting from, related to or connected with this Agreement, the Borrower's Note, the Security Documents to which it is a party and any document or instrument delivered in connection herewith or the transactions contemplated thereby.
Costs, Expenses and Indemnification. 77 Section 11.5 Right of Set-off; Payments Set Aside ...............................................................................................................78 Section 11.6 Binding Effect .......................................................................................................................................................79
