Common use of Expenses; Taxes; Indemnity Clause in Contracts

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save the Lender harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including reasonable and documented fees and expenses of outside counsel, including local counsel, auditors, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by the Lender from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) the preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any outstanding Loan or any other amount owing by the Credit Parties hereunder or thereunder by the Lender, and (D) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save each Agent and each of the Lender Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable and documented fees and expenses of counsel to the Agents and, with respect to costs incurred by the Agents, or any Lender pursuant to clause (iii) below, such counsel (including allocated costs of in-house counsel to the extent that outside counselcounsel has not been retained by such Lender), including local counsel, auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by either Agent or, in the case of clause (iii) below any Lender from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) the enforcement or preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any an outstanding Loan or any other amount owing by the Credit Parties hereunder or thereunder by the either Agent or any Lender, and (DB) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a1) The Without limitation of any other provision hereof, Borrower agrees and General Partner, jointly and severally, agree to pay or cause to be paid and to save the Lender harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including reasonable and documented fees and expenses of outside counsel, including local counsel, auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by the Lender from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any Borrower requested amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, including, without limitation, those relating to Future Acquisitions, and (iii) the enforcement or preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s Lien 's lien on any Collateralcollateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateralcollateral, including advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any outstanding the Loan or any other amount owing by the Credit Parties hereunder or thereunder by the Lender, and (D) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents), and (E) any environmental matter pursuant to Article VI hereof.

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save the Agent, the Issuing Bank and each of the Lender Parties harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable and documented fees and expenses of outside counsel, including local counselcounsel (but not separate counsel for any Lender other than Mellon in connection with clause (i) below), auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by the Agent or any Lender from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan DocumentsDocuments (including but not limited to collateral management fees and expenses of field examinations and periodic commercial finance audits of the Borrower), (ii) any requested amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) the enforcement or preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s Agent's Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including without limitation advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any an outstanding Loan Loan, Letter of Credit Reimbursement Obligation or any other amount owing by the Credit Parties hereunder or thereunder by the LenderAgent or any Lender Party, and (D) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save the Agent, the Issuing Bank and each of the Lender Parties harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable and documented fees and expenses of outside counsel, including local counselcounsel (but not separate counsel for any Lender other than Mellon in connection with clause (i) below), auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by the Agent or any Lender from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration administration, syndication and performance of this Agreement and the other Loan DocumentsDocuments (including but not limited to collateral management fees and expenses of field examinations and periodic commercial finance audits of the Borrower), (ii) any requested amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) the enforcement or preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s Agent's Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including without limitation advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any an outstanding Loan Loan, Letter of Credit Reimbursement Obligation or any other amount owing by the Credit Parties hereunder or thereunder by the LenderAgent or any Lender Party, and (D) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a) The Borrower Xxxxxxx-Xxxxxx agrees to pay or cause to be paid and to save the Lender Agent and each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable and documented fees and expenses of outside counselcounsel to the Agent and, including with respect to costs incurred by the Agent, or any Lender pursuant to clause (iii) below, such counsel and local counsel, auditors, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by the Agent or, in the case of clause (iii) below any Lender from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) except as to costs and expenses made necessary by reason of the gross negligence or willful misconduct of the Agent or any Lender, the enforcement or preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any an outstanding Loan or any other amount owing by the Credit Parties hereunder or thereunder by either the Agent or any Lender, (B) any litigation brought by the Agent, any Lender or any Borrower and related in any way to this Agreement or the other Loan Documents (other than the costs and expenses incurred by the Agent or any Lender, respectively, in connection with any litigation which results in a final, non-appealable judgment against the Agent or such Lender) and (DC) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save the each Lender harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable and documented fees and expenses of outside counsel, including local counsel, in-house counsel, auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by any Lender or the Lender Agent from time to time arising from or relating to (i) the negotiation, preparation, executionexecution and delivery of this Agreement and the other Loan Documents, delivery, which amount shall not exceed $25,000 plus all reasonable out-of-pocket costs and expenses; (ii) the administration and performance of this Agreement and the other Loan Documents, (iiiii) any requested amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iiiiv) the enforcement or preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including including, but not limited to, any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any an outstanding Loan or any other amount owing by the Credit Parties hereunder or thereunder by the Agent or any Lender, and (DB) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents), and (c) enforcement of any Guaranty.

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save the Lender harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable and documented fees and (not exceeding $10,000)and expenses of outside counsel, including local counsel, in-house counsel, auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by the Lender from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, execution and delivery of this Agreement and the other Loan Documents; (ii) the administration and performance of this Agreement and the other Loan Documents, (iiiii) any requested amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iiiiv) the enforcement or preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including including, but not limited to, any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any an outstanding Loan or any other amount owing by the Credit Parties hereunder or thereunder by the Lender, and (DB) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents), and (c) enforcement of any Guaranties.

Expenses; Taxes; Indemnity. (a) The Borrower agrees Borrowers agree, jointly and severally, to pay promptly or cause to be paid promptly and to save the each Lender Party harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable and documented fees and expenses of outside counsel, including local counsel, auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by the any Lender Party from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents and the Original Credit Agreement and the other "Loan Documents" referred to therein, (ii) any requested amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) the enforcement or preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s any Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including without limitation advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any an outstanding Loan or any other amount owing by the Credit Parties hereunder or thereunder by the LenderLoan, Obligation, and (D) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents or the Original Credit Agreement or the other "Loan Documents" referred to therein).