Common use of Indemnification; Reimbursement Clause in Contracts

Indemnification; Reimbursement. Each and every obligation of Mortgagor to indemnify and hold harmless the Mortgagee, as collateral agent under the Intercreditor Agreement, contained in Article III of the Access Intercreditor Agreement is incorporated herein mutatis mutandis as an obligation of Mortgagor hereunder to indemnify Mortgagee and the officers, directors, employees, agents and affiliates of Mortgagee (each, an "Indemnified Party"). In addition to the foregoing, Mortgagor shall reimburse Mortgagee, within five (5) Business Days after demand, for all costs and expenses reasonably incurred by Mortgagee in connection with the administration and enforcement of this Mortgage, except to the extent any such costs or expenses result from the gross negligence or willful misconduct of Mortgagee. If any action or proceeding, including, without limitation, bankruptcy or insolvency proceedings, is commenced to which action or proceeding Mortgagee is made a party or in which it becomes necessary to defend or uphold the Lien or validity of this Mortgage, Mortgagor shall, upon demand, reimburse Mortgagee for all expenses (including, without limitation, attorneys' and agents' fees and disbursements) reasonably incurred by Mortgagee in such action or proceeding. In any action or proceeding to foreclose this Mortgage or to recover or collect the Secured Obligations, the provisions of law relating to the recovery of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor's obligations under this Section

Indemnification; Reimbursement. Each (1) The Lenders, the Issuing Lender and every the Swing Line Lender agree to indemnify the Administrative Agent and the other Agents in their respective capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of Mortgagor the Borrower to indemnify do so), ratably according to their respective Applicable Percentages, from and hold harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the Mortgagee, as collateral agent under the Intercreditor Agreement, contained in Article III payment of the Access Intercreditor Agreement is incorporated herein mutatis mutandis as an obligation of Mortgagor hereunder to indemnify Mortgagee and the officersObligations) be imposed on, directors, employees, agents and affiliates of Mortgagee (each, an "Indemnified Party"). In addition to the foregoing, Mortgagor shall reimburse Mortgagee, within five (5) Business Days after demand, for all costs and expenses reasonably incurred by Mortgagee or asserted against the Administrative Agent or the other Agents in any way relating to or arising out of the Loan Documents or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent or the other Agents under or in connection with any of the administration and enforcement foregoing; provided that no Lender, nor the Issuing Lender or the Swing Line Lender, shall be liable for the payment of this Mortgageany portion of such liabilities, except to the extent any such costs obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or expenses result disbursements resulting from the Administrative Agent’s or any other Agent’s gross negligence or willful misconduct of Mortgageemisconduct, respectively. If any action or proceeding, including, without limitation, bankruptcy or insolvency proceedings, is commenced to which action or proceeding Mortgagee is made a party or in which it becomes necessary to defend or uphold the Lien or validity The provisions of this MortgageSection 10.7 shall survive the indefeasible payment of the Obligations, Mortgagor shallthe Revolving Commitment Termination Date, upon demand, reimburse Mortgagee for all the Final Term Loan Maturity Date and the termination of this Agreement. (2) If Administrative Agent incurs any reasonable costs or expenses (including, without limitation, attorneys' those for legal services) after the date of this Agreement and agents' fees and disbursements) reasonably incurred by Mortgagee with respect to any actual or proposed Modification or waiver of any term of the Loan Documents or restructuring or refinancing thereof or with any effort to enforce or protect Lenders’, Issuing Lender’s or Swing Line Lender’s rights or interests with respect thereto (including any protective advances made in such action accordance with any Loan Document), or proceeding. In any action or proceeding to foreclose this Mortgage or to recover or collect the Secured Obligations, the provisions of law relating otherwise with respect to the recovery performance of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor's obligations its role as Administrative Agent under this SectionAgreement, each in accordance with the terms of this Agreement, then, if such costs are not reimbursed by or on behalf of Borrower, Lenders shall reimburse Administrative Agent for their respective Applicable Percentages of such costs promptly after request therefor. If Administrative Agent recovers any amounts for which Administrative Agent has previously been reimbursed by Lenders hereunder, Administrative Agent shall promptly distribute to Lenders their respective Applicable Percentages thereof.

Indemnification; Reimbursement. Each and every obligation of Mortgagor to indemnify and hold harmless the Mortgagee, as collateral agent under the Intercreditor Agreement, contained in Article III of the Access Intercreditor Agreement is incorporated herein mutatis mutandis as an obligation of Mortgagor hereunder to indemnify Mortgagee and the officers, directors, employees, agents and affiliates of Mortgagee (each, an "Indemnified Party"). In addition to the foregoing, Mortgagor shall reimburse Mortgagee, within five (5) Business Days after demand, for all costs and expenses reasonably incurred by Mortgagee in connection with the administration and enforcement of this Mortgage, except to the extent any such costs or expenses result from the gross negligence or willful misconduct of Mortgagee. If any action or proceeding, including, without limitation, bankruptcy or insolvency proceedings, is commenced to which action or proceeding Mortgagee is made a party or in which it becomes necessary to defend or uphold the Lien or validity of this Mortgage, Mortgagor shall, upon demand, reimburse Mortgagee for all expenses (including, without limitation, attorneys' and agents' fees and disbursements) reasonably incurred by Mortgagee in such action or proceeding. In any action or proceeding to foreclose this Mortgage or to recover or collect the Secured Obligations, the provisions of law relating to the recovery of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor's obligations under this SectionSection 5.6 shall survive the satisfaction of this Mortgage and the discharge of Mortgagor's other obligations hereunder.

Indemnification; Reimbursement. Each and every obligation of Mortgagor to indemnify and hold harmless the Mortgagee, as collateral agent under the Intercreditor Agreementagent, contained in Article III Section 10.4 of the Access Intercreditor Credit Agreement and Article VII of the Exchange Indenture is incorporated herein mutatis mutandis as an obligation of Mortgagor hereunder to indemnify Mortgagee and the officers, directors, employees, agents and affiliates of Mortgagee (each, an "Indemnified Party"). In addition to the foregoing, Mortgagor shall reimburse Mortgagee, within five (5) Business Days after demand, for all costs and expenses reasonably incurred by Mortgagee in connection with the administration and enforcement of this Mortgage, except to the extent any such costs or expenses result from the gross negligence or willful misconduct of Mortgagee. If any action or proceeding, including, without limitation, bankruptcy or insolvency proceedings, is commenced to which action or proceeding Mortgagee is made a party or in which it becomes necessary to defend or uphold the Lien or validity of this Mortgage, Mortgagor shall, upon demand, reimburse Mortgagee for all expenses (including, without limitation, attorneys' and agents' fees and disbursements) reasonably incurred by Mortgagee in such action or proceeding. In any action or proceeding to foreclose this Mortgage or to recover or collect the Secured Obligationsobligations, the provisions of law relating to the recovery of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor's obligations under this SectionSection 5.6 shall survive the satisfaction of this Mortgage and the discharge of Mortgagor's other obligations hereunder.

Indemnification; Reimbursement. Each a) The OWNER hereby agrees to hold the AGENT harmless from and every obligation against all actions, suits, proceedings, debts, costs, damages or liability of Mortgagor to indemnify and hold harmless any kind (including reasonable legal fees), brought by the Mortgageetenant or any third party against the AGENT or OWNER, as collateral agent under the Intercreditor Agreementwhether in contract, contained in Article III tort or otherwise, arising directly or indirectly out of the Access Intercreditor Agreement is incorporated herein mutatis mutandis as an obligation act or omission of Mortgagor hereunder to indemnify Mortgagee and the officers, directors, employees, agents and affiliates of Mortgagee (each, an "Indemnified Party"). In addition to the foregoing, Mortgagor shall reimburse Mortgagee, within five (5) Business Days after demand, for all costs and expenses reasonably incurred by Mortgagee AGENT in connection with the administration and enforcement management, operation or maintenance of this Mortgagethe Rental Property, except where any such costs, damages or liability were the direct and sole result of intentional malfeasance of the AGENT. b) The OWNER shall save the AGENT from any and all suits for damages in connection with the management of the premises if the AGENT was not negligent and if the suit did not result from an intentional act or omission by the AGENT. The OWNER shall carry, at the OWNER'S expense, sufficient public liability insurance for the rental property and must consider and/or add the AGENT as an extension of the OWNER. c) The AGENT’s full liability to the extent OWNER in respect of any claim, action, suit, proceeding, debt, costs, damages or liability of any kind whatsoever, whether in contract or tort (including negligence), shall be limited to direct damages only, not exceeding the amount paid to the AGENT under this Agreement in the twelve (12) months immediately preceding the date of the cause of action. In no event shall the AGENT be liable for any indirect, special or consequential damages even if advised of the possibility thereof. d) The OWNER shall be liable to reimburse the AGENT for any and all expenses and or costs incurred within the AGENT’s authority in managing, operating or repairing the Rental Property herein described in accordance with this same agreement. The OWNER hereby authorizes the AGENT to deduct and set-off any such costs or expenses result amount owing against the rental income from the gross negligence Rental Property. Should an invoice be submitted during a vacancy or willful misconduct of Mortgagee. If any action or proceeding, including, without limitation, bankruptcy or insolvency proceedings, is commenced to which action or proceeding Mortgagee is made a party or tenancy in which it becomes necessary to defend or uphold the Lien or validity of this Mortgage, Mortgagor shall, upon demand, reimburse Mortgagee for all expenses (including, without limitation, attorneys' and agents' fees and disbursements) reasonably incurred by Mortgagee in such action or proceeding. In any action or proceeding to foreclose this Mortgage or to recover or collect the Secured Obligationsdefault, the provisions of law relating to OWNER shall reimburse the recovery of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor's obligations under this SectionAGENT within fifteen

Indemnification; Reimbursement. Each and every obligation of Mortgagor to indemnify and hold harmless the Mortgagee, as collateral agent under the Intercreditor Agreement, contained in Article III Section 8 of the Access Intercreditor Agreement is incorporated herein mutatis mutandis as an obligation of Mortgagor hereunder to indemnify Mortgagee and the officers, directors, employees, agents and affiliates of Mortgagee (each, an "Indemnified Party"). In addition to the foregoing, Mortgagor shall reimburse Mortgagee, within five (5) Business Days after demand, for all costs and expenses reasonably incurred by Mortgagee in connection with the administration and enforcement of this Mortgage, except to the extent any such costs or expenses result from the gross negligence or willful misconduct of Mortgagee. If any action or proceeding, including, without limitation, bankruptcy or insolvency proceedings, is commenced to which action or proceeding Mortgagee is made a party or in which it becomes necessary to defend or uphold the Lien or validity of this Mortgage, Mortgagor shall, upon demand, reimburse Mortgagee for all expenses (including, without limitation, attorneys' and agents' fees and disbursements) reasonably incurred by Mortgagee in such action or proceeding. In any action or proceeding to foreclose this Mortgage or to recover or collect the Secured Obligations, the provisions of law relating to the recovery of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor's obligations under this SectionSection 5.6 shall survive the satisfaction of this Mortgage and the discharge of Mortgagor's other obligations hereunder.

Indemnification; Reimbursement. Each a) The OWNER hereby agrees to hold the AGENT harmless from and every obligation against all actions, suits, proceedings, debts, costs, damages or liability of Mortgagor to indemnify and hold harmless any kind (including reasonable legal fees), brought by the Mortgageetenant or any third party against the AGENT or OWNER, as collateral agent under the Intercreditor Agreementwhether in contract, contained in Article III tort or otherwise, arising directly or indirectly out of the Access Intercreditor Agreement is incorporated herein mutatis mutandis as an obligation act or omission of Mortgagor hereunder to indemnify Mortgagee and the officers, directors, employees, agents and affiliates of Mortgagee (each, an "Indemnified Party"). In addition to the foregoing, Mortgagor shall reimburse Mortgagee, within five (5) Business Days after demand, for all costs and expenses reasonably incurred by Mortgagee AGENT in connection with the administration and enforcement management, operation or maintenance of this Mortgagethe Rental Property, except where any such costs, damages or liability were the direct and sole result of intentional malfeasance of the AGENT. b) The OWNER shall save the AGENT from any and all suits for damages in connection with the management of the premises if the AGENT was not negligent and if the suit did not result from an intentional act or omission by the AGENT. The OWNER shall carry, at the OWNER'S expense, sufficient public liability insurance for the rental property and must consider the AGENT as an extension of the OWNER. c) The AGENT’s full liability to the extent OWNER in respect of any claim, action, suit, proceeding, debt, costs, damages or liability of any kind whatsoever, whether in contract or tort (including negligence), shall be limited to direct damages only, not exceeding the amount paid to the AGENT under this Agreement in the twelve (12) months immediately preceding the date of the cause of action. In no event shall the AGENT be liable for any indirect, special or consequential damages even if advised of the possibility thereof. d) The OWNER shall be liable to reimburse the AGENT for any and all expenses and or costs incurred within the AGENT’s authority in managing, operating or repairing the Rental Property herein described in accordance with this same agreement. The OWNER hereby authorizes the AGENT to deduct and set-off any such costs or expenses result amount owing against the rental income from the gross negligence Rental Property. Should an invoice be submitted during a vacancy or willful misconduct of Mortgagee. If any action or proceeding, including, without limitation, bankruptcy or insolvency proceedings, is commenced to which action or proceeding Mortgagee is made a party or tenancy in which it becomes necessary to defend or uphold the Lien or validity of this Mortgage, Mortgagor shall, upon demand, reimburse Mortgagee for all expenses (including, without limitation, attorneys' and agents' fees and disbursements) reasonably incurred by Mortgagee in such action or proceeding. In any action or proceeding to foreclose this Mortgage or to recover or collect the Secured Obligationsdefault, the provisions of law relating to OWNER shall reimburse the recovery of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor's obligations under this SectionAGENT within fifteen

Indemnification; Reimbursement. Each and every obligation of Mortgagor to indemnify and hold harmless the Mortgagee, as collateral agent under the Intercreditor Agreement, contained in Article III of the Access Intercreditor Agreement is incorporated herein mutatis mutandis as an obligation of Mortgagor hereunder to indemnify Mortgagee and the officers, directors, employees, agents and affiliates of Mortgagee (each, an "Indemnified Party"). In addition to the foregoing, Mortgagor shall reimburse MortgageeMortgagee (and each Lender), within five (5) Business Days after upon demand, for all costs and expenses reasonably other than with respect to taxes other than taxes described in Section 1.3.1 incurred by Mortgagee or such Lender in connection with the administration and enforcement of this Mortgage, except and shall indemnify and hold harmless Mortgagee (and each Lender), upon demand, from and against any and all losses, liability (including liabilities for penalties), actions, suits, proceedings, judgments, demands, costs and expenses other than with respect to taxes other than taxes described in Section 1.3.1 (including, without limitation, attorneys' fees and the extent any allocated costs of staff counsel) incurred by Mortgagee (or such costs Lender) hereunder or expenses result from the gross negligence or willful misconduct of Mortgageein connection herewith. If any action or proceedingproceeding other than with respect to taxes other than taxes described in Section 1.3.1, including, without limitation, bankruptcy or insolvency proceedings, is commenced to which action or proceeding Mortgagee (or any Lender) is made a party or in which it becomes necessary to defend or uphold the Lien or validity of this Mortgage, Mortgagor shall, upon demand, reimburse Mortgagee (or such Lender) for all expenses (including, without limitation, attorneys' and agents' fees and disbursementsthe allocated costs of staff counsel) reasonably incurred by Mortgagee (or such Lender) in such action or proceeding. In any action or proceeding to foreclose this Mortgage or to recover or collect the Secured Obligations, the provisions of law relating to the recovery recovering of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor's obligations under this SectionSection 4.7 shall survive the satisfaction of this Mortgage and the discharge of Mortgagor's other obligations hereunder. The provisions of this Section 4.7 shall not be construed in limitation of any provision in the Credit Agreement, the Guaranty, or any document related to any thereof.