Common use of Expenses and Indemnification Clause in Contracts

Expenses and Indemnification. The Borrower shall pay all reasonable costs and expenses in connection with the preparation of this Agreement and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any affiliate or parent of the Bank. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower also agrees to defend (with counsel satisfactory to the Bank), protect, indemnify and hold harmless each Indemnified Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of any Indemnified Party), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement and the Loan Documents, including, but not limited to, the making or issuance and management of the Loans, the use or intended use of the proceeds of the Loans, the enforcement of the Bank’s rights and remedies under this Agreement, the Loan Documents, the Note, any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Bank; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the Obligations of the Borrower and be secured by any collateral. The provisions of this section shall survive the satisfaction and payment of the other Obligations and the termination of this Agreement.

Expenses and Indemnification. The Borrower shall pay all reasonable costs and expenses in connection with the preparation of this Agreement Note and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ ' fees and time charges of attorneys who may be employees of the Bank Lender or any affiliate or parent of the BankLender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other Loan Documents instruments and documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower also agrees to defend (with counsel satisfactory to the BankLender), protect, indemnify and hold harmless Lender, any parent corporation, affiliated corporation or subsidiary of Lender, and each Indemnified Party of their respective officers, directors, employees, attorneys and agents (each an "INDEMNIFIED PARTY") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ ' fees and time charges of attorneys who may be employees of Lender, any Indemnified Partyparent corporation or affiliated corporation of Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement Note and the Loan Documents, including, but not limited to, the making or issuance and management of the LoansLoan, the use or intended use of the proceeds of the Loans, this Note and the enforcement of the Bank’s Lender's rights and remedies under this AgreementNote, the Loan Documents, the Note, Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the BankLender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the Obligations obligations of the Borrower evidenced by this Note and be secured by any collateralthe collateral securing this Note. The provisions of this section shall survive the satisfaction and payment of the other Obligations and the termination of this AgreementNote.

Expenses and Indemnification. The Borrower Borrowers shall pay all reasonable costs and expenses incurred by the Lender in connection with the preparation of this Agreement Note and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any affiliate or parent of the BankLender. The Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other Loan Documents instruments and documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrower hereby authorizes the Lender to charge any account of such Borrower with the Lender for all sums due under this Section, other than the account which is governed by the DAISA. The Borrower Borrowers also agrees agree to defend (with counsel satisfactory to the BankLender), protect, indemnify and hold harmless the Lender and its officers, directors, employees, attorneys and agents (each an “Indemnified Party Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of any Indemnified Partythe Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement Note and the Loan Documents, including, but not limited to, the making or issuance and management of the LoansLoan, the use or intended use of the proceeds of the Loans, this Note and the enforcement of the BankLender’s rights and remedies under this Agreement, Note and the other Loan Documents, the Note, any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Bank; provided, however, that the Borrower Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowerBorrowers, shall be added to the Obligations obligations of the Borrower Borrowers evidenced by this Note and be secured by any collateralthe collateral securing this Note. The provisions of this section Section shall survive the satisfaction and payment of this Note. However, while the HUD Financing is in effect, in no event shall the cost of such indemnification come from Project proceeds, nor shall it become a lien against the Project, the FHA Mortgagee’s Priority Collateral, or the AR Lender Priority Collateral. In no event shall any attorneys’ fees referred to in this or any other Obligations and the termination provision of this AgreementNote which are incurred in connection with any dispute relating to the HUD Financing be secured by the AR Lender Priority Collateral, and this sentence shall not be construed as permitting any attorneys’ fees which are incurred in connection with any dispute not relating to the HUD Financing to be secured by the AR Lender Priority Collateral so long as the HUD Financing is in effect.

Expenses and Indemnification. The Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the preparation of this Agreement Note and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any affiliate or parent corporation of the BankLender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other Loan Documents instruments and documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this section. The Borrower also agrees to defend (with counsel satisfactory to the BankLender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any Indemnified Partyparent or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement Note and the Loan Documents, including, but not limited to, the making or issuance and management of the LoansLoan, the use or intended use of the proceeds of the Loans, Loan and the enforcement of the BankLender’s rights and remedies under this AgreementNote, the Loan Documents, the Note, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrower and the BankLender; provided, however, that the Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the Borrower, shall be added to the Obligations obligations of the Borrower evidenced by this Note and be secured by any collateralthe collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this section shall survive the closing of the Loan, the satisfaction and payment of this Note and any cancellation of the Loan Documents. The Borrower shall also pay, and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other Obligations finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the termination of this AgreementLoan.

Expenses and Indemnification. The Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the preparation of this Agreement Note and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any affiliate or parent corporation of the BankLender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other Loan Documents instruments and documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Bank to charge any account of the Borrower with the Bank for all sums due under this section. The Borrower also agrees to defend (with counsel satisfactory to the BankLender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors and agents (each, an “Indemnified Party Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any Indemnified Partyparent or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement Note and the Loan Documents, including, but not limited to, the making or issuance and management of the LoansLoan, the use or intended use of the proceeds of the Loans, Loan and the enforcement of the BankLender’s rights and remedies under this AgreementNote, the Loan Documents, the Note, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrower and the BankLender; provided, however, that the Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the Borrower, shall be added to the Obligations obligations of the Borrower evidenced by this Note and be secured by any collateralthe collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this section shall survive the closing of the Loan, the satisfaction and payment of this Note and any cancellation of the Loan Documents. The Borrower shall also pay, and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other Obligations finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the termination of this AgreementLoan.

Expenses and Indemnification. The Borrower shall pay all reasonable costs and expenses in connection with the preparation of this Agreement Note and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any affiliate or parent of the BankLender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other Loan Documents instruments and documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower also agrees to defend (with counsel satisfactory to the BankLender), protect, indemnify and hold harmless Lender, any parent corporation, affiliated corporation or subsidiary of Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of Lender, any Indemnified Partyparent corporation or affiliated corporation of Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement Note and the Loan Documents, including, but not limited to, the making or issuance and management of the LoansLoan, the use or intended use of the proceeds of the Loans, this Note and the enforcement of the BankLender’s rights and remedies under this AgreementNote, the Loan Documents, the Note, Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the BankLender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, liability obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, payment together with interest thereon at the Default Past Due Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the Obligations obligations of the Borrower evidenced by this Note and be secured by any collateralthe collateral securing this Note. The provisions of this section shall survive the satisfaction and payment of the other Obligations and the termination of this AgreementNote.

Expenses and Indemnification. The Borrower shall reimburse each of the Banks on demand for all reasonable costs, expenses and charges (including, without limitation, reasonable fees and charges of such Banks' special counsel, Rivkxx, Xxdlxx & Xremxx xx to a cap of $20,000, plus disbursements) incurred in connection with or relation to the documentation, negotiation and closing of the transactions contemplated hereby. Without limiting the generality of the foregoing, the Borrower shall pay all recording fees and charges and recording taxes incurred by any of the Banks hereunder or in connection herewith. In addition, the Borrower shall reimburse each Bank for all of its reasonable costs and expenses in connection with the preparation perfection, protection, enforcement or preservation of this Agreement and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any affiliate or parent of the Bank. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of rights under this Agreement, the Note and Notes or the other Loan Documents Facility Documents. The Borrower agrees to be delivered hereunderindemnify each Bank and their respective directors, officers, employees, representatives and agents from, and agrees to save and hold the Bank each of them harmless from and against against, any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower also agrees to defend (with counsel satisfactory to the Bank), protect, indemnify and hold harmless each Indemnified Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, damages or expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees and expenses of counsel for each Indemnified Party such Person in connection with any investigative, administrative or judicial proceeding, whether or not such Person shall be designated a party thereto, which shall also include, without limitation, attorneys’ fees and time charges ) incurred by any of attorneys who may be employees them (or the Agent in connection with their actions in their respective capacities hereunder) arising out of or by reason of any Indemnified Party), which may be imposed on, incurred by, investigation or asserted against, litigation or other proceedings (including any Indemnified Party (whether direct, indirect threatened investigation or consequential and whether based on any federal, state litigation or local laws or regulations, including, without limitation, securities, Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwiseother proceedings) in any manner relating to or arising out of this Agreement Agreement, any actual or any of proposed use by the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement and the Loan Documents, including, but not limited to, the making or issuance and management of the Loans, the use or intended use Borrower of the proceeds of the LoansLoans or any Letters of Credit, or to the enforcement failure of the Bank’s rights and remedies Borrower to perform or observe any of the terms, covenants or conditions on its part to be performed or observed under this Agreement, the Loan Documents, the Note, any other instruments and documents delivered hereunder, Agreement or under any other agreement between of the Borrower and the Bank; provided, however, that the Borrower Facility Documents. The indemnity provided in this Section shall not have any obligations hereunder extend to any Indemnified Party with respect to matters caused such losses, liabilities, claims, damages or expenses incurred by or resulting from reason of the gross negligence, willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the Obligations bad faith of the Borrower and Person to be secured by any collateral. The provisions of this section shall survive the satisfaction and payment of the other Obligations and the termination of this Agreementindemnified.

Expenses and Indemnification. The Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the preparation of this Agreement Note and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any affiliate or parent corporation of the BankLender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other Loan Documents instruments and documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this section. The Borrower also agrees to defend (with counsel satisfactory to the BankLender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any Indemnified Partyparent or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement Note and the Loan Documents, including, but not limited to, the making or issuance and management of the LoansLoan, the use or intended use of the proceeds of the Loans, Loan and the enforcement of the BankLender’s rights and remedies under this AgreementNote, the Loan Documents, the Note, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrower and the BankLender; provided, however, that the Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the Borrower, shall be added to the Obligations obligations of the Borrower evidenced by this Note and be secured by any collateralthe collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this section shall survive the closing of the Loan, the satisfaction and payment of this Note and any cancellation of the Loan Documents. 7 The Borrower shall also pay, and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other Obligations finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the termination of this AgreementLoan. 15.

Expenses and Indemnification. The Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the preparation of this Agreement Note and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any affiliate or parent corporation of the BankLender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other Loan Documents instruments and documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes Lender to charge any account of the Borrower with Lender for all sums due under this section. The Borrower also agrees to defend (with counsel satisfactory to the BankLender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any Indemnified Partyparent or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement Note and the Loan Documents, including, but not limited to, the making or issuance and management of the LoansLoan, the use or intended use of the proceeds of the Loans, Loan and the enforcement of the BankLender’s rights and remedies under this AgreementNote, the Loan Documents, the Note, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrower and the BankLender; provided, however, that the Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the Borrower, shall be added to the Obligations obligations of the Borrower evidenced by this Note and be secured by any collateralthe collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this section shall survive the closing of the Loan, the satisfaction and payment of this Note and any cancellation of the Loan Documents. The Borrower shall also pay, and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other Obligations finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the termination of this AgreementLoan.

Expenses and Indemnification. The Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the preparation of this Agreement Note and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any affiliate or parent of the Bank' fees. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other Loan Documents instruments and documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes Lender to charge any account of the Borrower with Lender for all sums due under this section. Borrower also agrees to defend (with counsel satisfactory to the BankLender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an "Indemnified Party Party") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of any Indemnified Party), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement Note and the Loan Documents, including, but not limited to, the making or issuance and management of the LoansLoan, the use or intended use of the proceeds of the Loans, this Note and the enforcement of the Bank’s Lender's rights and remedies under this AgreementNote, the Loan Documents, the Note, Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the BankLender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct misconduct, negligence, or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the Obligations obligations of the Borrower evidenced by this Note and be secured by any collateralthe collateral securing this Note. The provisions of this section shall survive the satisfaction and payment of the other Obligations and the termination of this AgreementNote.

Expenses and Indemnification. The Borrower shall reimburse the Agent on demand for all reasonable costs, expenses and charges incurred by the Agent in connection with the preparation, review and execution of, and any amendment, supplement, waiver or modification to, this Agreement, the Revolving Credit Notes or any other Facility Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxx, P.C., counsel to the Agent provided, that legal fees of the Agent's counsel with respect to the closing of the transactions contemplated by this Agreement, for the period on or prior to the Closing Date, shall be limited to $45,000, plus disbursements of such counsel up to a cap of $20,000). Without limiting the generality of the foregoing, the Borrower shall pay all recording fees and charges and recording taxes incurred by any of the Banks hereunder or in connection herewith. In addition, the Borrower shall reimburse each Bank for all of its reasonable costs and expenses incurred from and after the occurrence of an Event of Default in connection with the preparation perfection, protection, enforcement or preservation of this Agreement and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any affiliate or parent of the Bank. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of rights under this Agreement, the Note and Revolving Credit Notes or the other Loan Documents Facility Documents. The Borrower agrees to be delivered hereunderindemnify each Bank and their respective directors, officers, employees, representatives and agents from, and agrees to save and hold the Bank each of them harmless from and against against, any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower also agrees to defend (with counsel satisfactory to the Bank), protect, indemnify and hold harmless each Indemnified Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, damages or expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees and expenses of counsel for each Indemnified Party such Person in connection with any investigative, administrative or judicial proceeding, whether or not such Person shall be designated a party thereto, which shall also include, without limitation, attorneys’ fees and time charges ) incurred by any of attorneys who may be employees them arising out of or by reason of any Indemnified Party), which may be imposed on, incurred by, investigation or asserted against, litigation or other proceedings (including any Indemnified Party (whether direct, indirect threatened investigation or consequential and whether based on any federal, state litigation or local laws or regulations, including, without limitation, securities, Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwiseother proceedings) in any manner relating to or arising out of this Agreement Agreement, any actual or any of proposed use by the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement and the Loan Documents, including, but not limited to, the making or issuance and management of the Loans, the use or intended use Borrower of the proceeds of the Revolving Credit Loans, or to the enforcement failure of the Bank’s rights and remedies Borrower to perform or observe any of the terms, covenants or conditions on its part to be performed or observed under this Agreement, the Loan Documents, the Note, any other instruments and documents delivered hereunder, Agreement or under any other agreement between of the Borrower and the Bank; provided, however, that the Borrower Facility Documents. The indemnity provided in this Section shall not have any obligations hereunder extend to any Indemnified Party with respect to matters caused such losses, liabilities, claims, damages or expenses incurred by or resulting from reason of the gross negligence, willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the Obligations bad faith of the Borrower and Person to be secured by any collateral. The provisions of this section shall survive the satisfaction and payment of the other Obligations and the termination of this Agreementindemnified.