Common use of Payment of Expenses and Indemnity Clause in Contracts

Payment of Expenses and Indemnity. (a) Borrower shall, whether or not the transactions hereby contemplated are consummated, pay all fees and out-of-pocket costs and expenses of each Agent in accordance with the Agent Fee Agreements, in connection with (i) the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, (ii) the administration of the Loan Documents and the performance of the Agents’ duties thereunder, (iii) the syndication, management, and administration of the Loan (including reasonable fees and expenses of an independent engineer or an independent environmental auditor in connection with the Engineering Report and the Environmental Report), (iv) the creation, perfection or protection of the Collateral Agent’s Liens in the Collateral (including, without limitation, fees and expenses for title and lien searches and filing and recording fees), and (v) any amendment, waiver or consent relating to any of the Loan Documents (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of counsel to the Agents (including those incurred in any bankruptcy proceeding) and any other attorneys retained by the Agents and allocated costs of internal counsel). (b) Borrower shall pay all out-of-pocket costs and expenses of each Agent in connection with the preservation of rights under, and enforcement of, the Loan Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Indebtedness (including, without limitation, the reasonable fees and disbursements of counsel for each Agent). (c) Borrower shall pay, and hold each Agent harmless from and against, any and all present and future stamp, excise, mortgage recording and other similar taxes and fees with respect to the foregoing matters and hold each Agent harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) Borrower shall indemnify each Agent and Agent-Related Person (each an “Agent Indemnitee”) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Agent Indemnitee) that may at any time (including, without limitation, at any time following the payment of the Indebtedness) be imposed on, asserted against or incurred by any Agent Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated hereby or the execution, delivery or performance of any Loan Document, (ii) any violation by Borrower or its Affiliates of any applicable Legal Requirement, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by Borrower or any of Affiliates, including, without limitation, all on-site and off-site activities involving Hazardous Substances, (iv) the breach of any environmental representation or warranty set forth in any Loan Document, (v) the grant to Lenders of any Lien in any property or assets of Borrower or any equity interest in Borrower and (vi) the exercise by Lender of its rights and remedies including, without limitation, foreclosure) under any agreements creating any such Lien (but excluding, in each case, as to any Agent Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent caused by reason of the gross negligence or willful misconduct of such Agent Indemnitee as finally determined by a court of competent jurisdiction). Borrower’s obligations under this Section shall survive the repayment of all Indebtedness, the termination of this Agreement and the resignation or removal of either Agent. (e) The parties hereto hereby agree and acknowledge that neither Agent shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any Environmental Laws as a result of this Agreement, any other Loan Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto hereby agree and acknowledge that in the exercise of its rights under this Agreement and the other Loan Documents, each Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral, including without limitation the Properties under the Mortgage, and that any such actions taken by either Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, including without limitation the Properties under the Mortgage, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended (“CERCLA”)

Payment of Expenses and Indemnity. (a) The Borrower shall, whether or not the transactions hereby contemplated are consummated, pay all fees and reasonable out-of-pocket costs and expenses of each Agent in accordance with the Agent Fee Agreements, in connection with (i) subject to the fee cap arrangements between the Agent and its consultants, the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, (ii) the administration of the Loan Documents and the performance of the Agents’ duties thereunder, (iii) the syndication, management, and administration agenting of the Loan Loans (including reasonable fees and expenses of an independent engineer the Engineering Advisor in the performance of services contemplated by the terms of this Agreement, or an independent environmental auditor otherwise in providing engineering expertise reasonably deemed necessary by the Agent in connection with any consent or approval by the Banks, the Majority Banks, the Supermajority Banks, or the Agent, or in connection with the Engineering Report reasonably deemed necessary review of any circumstance or condition affecting the Project, the reasonable fees and expenses of the Environmental ReportInsurance Advisor or the Market Consultant), (iviii) the creation, perfection or protection of the Collateral Agent’s 's Liens in the Collateral (including, without limitation, fees and expenses for title and lien searches and filing and recording fees), (iv) subject to the fee cap arrangements between the Agent and its consultants, the Agent's review and due diligence (including, without limitation, the review of the Material Project Documents and the reasonable fees and expenses of the Engineering Advisor, the Market Consultant and the Insurance Advisor), and (v) any amendment, waiver or consent relating to any of the Loan Documents (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of counsel to the Agents (including those incurred in any bankruptcy proceeding) Agent and any other attorneys retained by the Agents Agent); provided that administration costs and allocated expenses will not include any of the Agent's time and materials and will be limited to travel expenses and third-party fees. All such costs and expenses incurred prior to the Closing Date shall be due and payable on the Closing Date. All costs and expenses incurred after the Closing Date shall be due and payable within forty-five (45) days of internal counsel)receipt by the Borrower of invoices therefor. (b) The Borrower shall pay all out-of-pocket costs and expenses of the Agent and each Agent Bank in connection with the preservation of rights under, and enforcement of, the Loan Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Indebtedness Obligations (including, without limitation, the reasonable fees and disbursements of counsel for each Agentthe Agent and the Banks). (c) The Borrower shall pay, and hold the Agent and each Agent Bank harmless from and against, any and all present and future stamp, excise, mortgage recording and other similar taxes and fees with respect to the foregoing matters and hold the Agent and each Agent Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Bank) to pay such taxes. (d) The Borrower shall indemnify the Agent, each Agent Bank and Agent-Related Person their respective officers, directors, employees, representatives and agents (each an “Agent "Indemnitee”") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Agent IndemniteeIndemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the IndebtednessObligations) be imposed on, asserted against or incurred by any Agent Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated hereby or the execution, delivery or performance of any Loan Document or any other Material Project Document, (ii) any violation by the Borrower or its Environmental Affiliates of any applicable Legal RequirementEnvironmental Law or Environmental Approval, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of its Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Hazardous SubstancesMaterials of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth in any Loan DocumentSection 4.24, (v) the grant to Lenders the Agent and the Secured Parties of any Lien in any property or assets of the Borrower or any equity interest in Borrower the Borrower, and (vi) the exercise by Lender the Agent and the Secured Parties of its their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien (but excluding, in each case, as to any Agent Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent caused by reason of the gross negligence or willful misconduct of such Agent Indemnitee as finally determined by a court of competent jurisdiction). The Borrower’s 's obligations under this Section shall survive the repayment of all Indebtedness, obligations and the termination of this Agreement and the resignation or removal of either AgentAgreement. (e) The parties hereto hereby agree and acknowledge that neither Agent shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any Environmental Laws as a result of this Agreement, any other Loan Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto hereby agree and acknowledge that in the exercise of its rights under this Agreement and the other Loan Documents, each Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral, including without limitation the Properties under the Mortgage, and that any such actions taken by either Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, including without limitation the Properties under the Mortgage, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended (“CERCLA”)

Payment of Expenses and Indemnity. (a) The Borrower shall, whether or not the transactions hereby contemplated are consummated, pay all fees and out-out- of-pocket costs and expenses of each Agent in accordance with the Agent Fee AgreementsBank, the Collateral Agent and each Bank in connection with (i) the negotiation, preparation, execution and delivery of the Loan Financing Documents and the documents and instruments referred to therein, (ii) the administration syndication, management and agenting of the Loan Documents and the performance of the Agents’ duties thereunder, Loans (iii) the syndication, management, and administration of the Loan (including reasonable in- cluding fees and expenses of an independent engineer the Independent Engineer, the Fuel Consultant, the Petrochemical Industry Consultant and the Insurance Consultant in the performance of services contemplated by the terms of this Agreement, or an independent environmental auditor otherwise in providing expertise reasonably deemed necessary by the Agent Bank in connection with any consent or approval by the Banks, the Required Banks or the Agent Bank, or in connection with the Engineering Report and reasonably deemed necessary review of any circumstance or condition affecting the Environmental ReportProject), (iviii) the creation, perfection or protection of the Collateral Agent’s 's Liens in on the Collateral (including, without limitation, fees and expenses for title and lien searches and filing and recording fees), (iv) the Agent Bank's review and due diligence (including, without limitation, the review of the other Transaction Documents and the fees and expenses of the Independent Engineer, the Fuel Consultant, the Petrochemical Industry Consultant and the Insurance Consultant), and (v) any amendment, waiver or consent relating to any of the Loan Financing Documents (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of counsel to the Agents (including those incurred in any bankruptcy proceeding) Agent Bank and the Collateral Agent and any other attorneys retained by the Agents Agent Bank and the Collateral Agent and allocated costs of internal counsel). (b) The Borrower shall pay all out-of-pocket costs and expenses of the Agent Bank, the Collateral Agent and each Agent Bank in connection with the preservation of rights under, and enforcement of, the Loan Financing Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Indebtedness Obligations (including, without limitation, the reasonable fees and disbursements of counsel for each Agentthe Agent Bank, the Collateral Agent and the Banks and allocated costs of internal counsel). (c) The Borrower shall pay, and hold the Agent Bank, the Collateral Agent and each Agent of the Banks harmless from and against, any and all present and future stamp, excise, mortgage recording and other similar taxes and fees with respect to the foregoing matters and hold the Agent Bank, the Collateral Agent and each Agent Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Bank) to pay such taxes. (d) The Borrower shall indemnify each the Agent Bank, the Collateral Agent and Agent-Related Person each Bank and their respective officers, directors, employees, representatives and agents (each an “Agent "Indemnitee”") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Agent IndemniteeIndemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) (each a "Claim") that may at any time (including, without limitation, at any time following the payment of the IndebtednessObligations) be imposed on, asserted against or incurred by any Agent Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated hereby or the execution, delivery or performance of any Loan Document, (ii) any violation by Borrower or its Affiliates of any applicable Legal Requirement, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by Borrower or any of Affiliates, including, without limitation, all on-site and off-site activities involving Hazardous Substances, (iv) the breach of any environmental representation or warranty set forth in any Loan Document, (v) the grant to Lenders of any Lien in any property or assets of Borrower or any equity interest in Borrower and (vi) the exercise by Lender of its rights and remedies including, without limitation, foreclosure) under any agreements creating any such Lien (but excluding, in each case, as to any Agent Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent caused by reason of the gross negligence or willful misconduct of such Agent Indemnitee as finally determined by a court of competent jurisdiction). Borrower’s obligations under this Section shall survive the repayment of all Indebtedness, the termination of this Agreement and the resignation or removal of either Agent. (e) The parties hereto hereby agree and acknowledge that neither Agent shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any Environmental Laws as a result of this Agreement, any other Loan Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto hereby agree and acknowledge that in the exercise of its rights under this Agreement and the other Loan Documents, each Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral, including without limitation the Properties under the Mortgage, and that any such actions taken by either Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, including without limitation the Properties under the Mortgage, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended (“CERCLA”)114

Payment of Expenses and Indemnity. (a) Borrower The Grantors shall, whether or not the transactions hereby contemplated are consummatedon a joint and several basis, pay all annual fees and out-of-pocket costs and expenses of each the Collateral Agent in accordance with the Agent Fee Agreements, in connection with (i) the negotiation, preparation, execution execution, delivery and delivery administration of this Security and Intercreditor Agreement, the Loan other Transaction Documents and the documents and instruments referred to herein and therein, (ii) the administration of the Loan Documents and the performance of the Agents’ duties thereunder, (iii) the syndication, management, and administration of the Loan (including reasonable fees and expenses of an independent engineer or an independent environmental auditor in connection with the Engineering Report and the Environmental Report), (iv) the creation, perfection or and protection of the Collateral Agent’s 's Liens in the Collateral Collateral, (including, without limitation, fees and expenses for title and lien searches and filing and recording fees), and (viii) any amendment, waiver or consent relating to any of this Security and Intercreditor Agreement or the Loan other Transaction Documents (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of counsel to the Agents Collateral Agent (including those incurred in any bankruptcy proceeding) )). The Grantors shall pay, on a joint and any other attorneys retained by the Agents and allocated costs of internal counsel). (b) Borrower shall pay several basis, all out-of-pocket costs and expenses of each the Collateral Agent in connection with the preservation of rights under, and enforcement of, this Security and Intercreditor Agreement, the Loan other Transaction Documents and the documents and instruments referred to herein and therein or in connection with any restructuring or rescheduling of the Indebtedness (including, without limitation, the reasonable fees and disbursements of counsel for each the Collateral Agent). (c) Borrower . The Grantors shall pay, on a joint and several basis, and hold each the Collateral Agent harmless from and against, any and all present and future stamp, excise, mortgage recording and other similar taxes and fees with respect to the foregoing matters and hold each the Collateral Agent harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) Borrower . The Grantors shall indemnify each indemnify, on a joint and several basis, the Collateral Agent and Agent-Related Person its officers, directors, employees, representatives and agents (each an “Agent "Indemnitee”") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Agent Indemnitee) that may at any time (including, without limitation, at any time following the payment of the IndebtednessSecured Obligations) be imposed on, asserted against or incurred by any Agent Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated hereby or by the other Transaction Documents or the execution, delivery or performance of this Security and Intercreditor Agreement or the other Transaction Documents or any Loan Documentdocument contemplated herein or therein, (ii) any violation by Borrower any Grantor or its Affiliates Credit Party of any applicable Legal RequirementEnvironmental Law or Environmental Permit, (iii) any Environmental Claim Liability arising out of the management, use, control, ownership or operation of property or assets by Borrower any Grantor or any of AffiliatesCredit Party, including, without limitation, all on-site and off-site activities involving Hazardous SubstancesMaterials, (iv) the breach of any environmental representation or warranty set forth in any Loan Documentdocument, (v) the grant to Lenders the Secured Parties of any Lien in any property or assets of Borrower the Grantors or any equity interest in Borrower the Grantors, and (vi) the exercise by Lender the Secured Parties of its their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien (but excluding, in each case, as to any Agent Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent caused by reason of the gross negligence or willful misconduct of such Agent Indemnitee as finally determined by a court of competent jurisdictionIndemnitee). Borrower’s The Grantors' obligations under this Section shall survive the repayment of all IndebtednessSecured Obligations, the termination of this Security and Intercreditor Agreement and the resignation or removal of either the Collateral Agent. (e) . The parties hereto hereby agree and acknowledge that neither the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoeverwhatsoever (collectively, "Liabilities"), pursuant to any Environmental Laws as a result of this Security and Intercreditor Agreement, any other Loan Documents Transaction Documents, any other document or any actions taken pursuant hereto or thereto. Further, the parties hereto hereby agree and acknowledge that in the exercise of its rights under this Security and Intercreditor Agreement and the or any other Loan Transaction Documents, each the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral, including without limitation the Properties under the Mortgage, and that any such actions taken by either the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, including without limitation the Properties under the Mortgage, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seqCERCLA., as amended (“CERCLA”)