Common use of Expenses and Indemnities Clause in Contracts

Expenses and Indemnities. (a) The Pledgors agree to reimburse the Lender for all reasonable out-of-pocket expenses of the Lender (including, without limitation, the reasonable fees and expenses of outside and internal legal counsel) of, or incident to (i) any Event of Default and (ii) any enforcement or collection proceeding resulting therefrom, including, without limitation, (A) performance by the Lender of any obligations of the Pledgors in respect of the Collateral that the Pledgors have failed or refused to perform, (B) any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Lender in respect thereof, by litigation or otherwise, including expenses of insurance, (C) judicial or regulatory proceedings and (D) the enforcement of this Section 5, and all such expenses shall be Obligations to the Lender secured under Section 2 hereof. (b) The Pledgors agree to indemnify the Lender from and against any and all claims, losses and liabilities (including, without limitation, the reasonable fees, client charges and other expenses of the Lender's outside and internal counsel) growing out of or resulting from this Agreement or the enforcement of any of the terms hereof (including, without limitation, the sale of Collateral pursuant to a public or private offering and each and every document produced in furtherance thereof), except claims, losses or liabilities resulting solely and directly from the Lender's gross negligence or willful misconduct.

Expenses and Indemnities. (( a) The Pledgors agree Borrower agrees to reimburse the Lender for all reasonable out-of-pocket expenses of the each Lender (including, without limitation, the reasonable fees and expenses of outside and internal legal counsel) of, or incident to (i) any Event of Default and (ii) any enforcement or collection proceeding resulting therefrom, including, without limitation, (Aii) performance by the either Lender of any obligations of the Pledgors Borrower in respect of the Collateral that the Pledgors Borrower have failed or refused to perform, (Biii) any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Lender Lenders in respect thereof, by litigation or otherwise, including expenses of insurance, (Civ) judicial or regulatory proceedings and (Dv) the enforcement of this Section 5, and all such expenses shall be Obligations to the Lender Lenders secured under Section 2 hereof. (( b) The Pledgors agree Borrower agrees to indemnify the each Lender from and against any and all claims, losses and liabilities (including, without limitation, the reasonable fees, client charges and other expenses of the Lender's outside and internal counsel) growing out of or resulting from this Agreement or the enforcement of any of the terms hereof (including, without limitation, the sale of Collateral pursuant to a public or private offering and each and every document produced in furtherance thereof), except claims, losses or liabilities resulting solely and directly primarily from the any Lender's gross negligence or willful misconduct.

Expenses and Indemnities. (a1) The Pledgors agree Borrower agrees to reimburse the Lender for all reasonable out-of-pocket expenses of the Lender (including, without limitation, the reasonable fees and expenses of outside and internal legal counsel) of, or incident to (i) any Event of Default and (ii) any enforcement or collection proceeding resulting therefrom, including, without limitation, (A) performance by the Lender of any obligations of the Pledgors Borrower in respect of the Collateral that the Pledgors Borrower have failed or refused to perform, (B) any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Lender in respect thereof, by litigation or otherwise, including expenses of insurance, (C) judicial or regulatory proceedings and (D) the enforcement of this Section 54, and all such expenses shall be Obligations to the Lender secured under Section 2 hereof. (b2) The Pledgors agree Borrower agrees to indemnify the Lender from and against any and all reasonable claims, losses and liabilities (including, without limitation, the reasonable fees, client charges and other expenses of the Lender's outside and internal counsel) growing out of or resulting from this Agreement or the enforcement of any of the terms hereof (including, without limitation, the sale of Collateral pursuant to a public or private offering and each and every document produced in furtherance thereof), except claims, losses or liabilities resulting solely and directly from the Lender's gross negligence negligence, bad faith or willful misconduct., subject to prior written notice to the Borrower and the Committee with a period of ten Banking Days to raise objections to such claims, losses, and liabilities, and further, provided that all such objections shall be resolved by the Bankruptcy Court..