Common use of Payment of Expenses and Taxes; Indemnification Clause in Contracts

Payment of Expenses and Taxes; Indemnification. (a) The Borrowers agree to pay within thirty (30) days after receipt of an invoice therefor, all costs and expenses in connection with the preparation, negotiation, execution, delivery, registration and administration of this Agreement, the Note and the other Credit Documents and any amendment, supplement or modification to or extension or restatement of, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and out-of-pocket expenses of counsel and of technical advisors and consultants for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrowers’ prior written consent (not to be unreasonably withheld) shall be obtained before the Administrative Agent retains a technical advisor or other technical consultant. The Borrowers further agree to pay on demand all losses, costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the preservation of any rights of the Lender under, or the enforcement of, or legal advice in respect of the rights or responsibilities of the Lender under, this Agreement, the Note and the other Credit Documents, including losses, costs and expenses sustained by the Lender as a result of any failure by any Borrower to perform or observe its obligations contained herein or in the Note held by the Lender or in connection with any refinancing or restructuring of the Loan in the nature of a “workout.” The Borrowers further agree to pay on demand, and to indemnify, and hold each Lender and each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents (b) Each Credit Party agrees to pay, indemnify, and hold each Lender, each Agent, their respective Affiliates and their respective directors, partners, managers, principals, officers, employees, agents, consultants and representatives (collectively, the “Indemnified Parties”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, claims, judgments, awards, fines, settlements, suits, costs, charges, expenses or disbursements of any kind or nature whatsoever (irrespective of whether the Indemnified Party is named as a party to any litigation or proceeding and whether it is joint, several or joint and several) with respect to the execution, delivery, enforcement, performance and administration of any Credit Document, any such other documents, agreements and Instruments or the transactions contemplated thereby, the use, or proposed use, of proceeds of the Loans, or otherwise with respect to any Project or Property or any activity, occurrence or event thereon or associated therewith (all of the foregoing, collectively, a “Third Party Claim”), and will reimburse the Indemnified Parties for all costs and expenses (including reasonable attorneys’ fees and expenses) on demand as they are incurred in connection with the investigation of, preparation for or defense or prosecution of any pending or threatened Third Party Claim or any action or proceeding arising therefrom; provided, however, that the Borrowers shall not have any obligation hereunder to the Administrative Agent or any Lender with respect to Third Party Claims arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) any other loan facility involving the Administrative Agent or a Lender and a Property or Project that does not involve or is not attributable to a Credit Party, a Credit Party’s interest therein or actions with respect thereto, this Agreement or any other Credit Document; provided, further, that (i) each Indemnified Party shall promptly notify the Borrowers in writing upon becoming aware of the initiation of any Third Party Claim against it, (ii) the Borrowers shall be entitled to participate in the defense of any such Third Party Claim and, if the Borrowers so choose, to assume the defense, at the Borrowers’ expense, of any such Third Party Claim with counsel selected by the Borrowers (it being understood that any Indemnified Party shall have the right to participate in such defense and employ counsel separate from the counsel employed by the Borrowers, and that such counsel shall be at the expense of such Indemnified Party unless such Indemnified Party shall have been advised by counsel that there may be legal defenses available to it that are inconsistent with or in addition to those available to the Borrowers, in which case such counsel shall be at the Borrowers’ expense) and (iii) no Indemnified Party shall settle any Third Party Claim without the Borrowers’ prior written consent (such consent not to be unreasonably withheld). The agreements in this Section 10.6 shall survive repayment of the Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) The Borrowers agree to Companies will jointly and severally pay within thirty (30) days after receipt or reimburse Access Capital for all of an invoice therefor, all Access Capital’s reasonable out of pocket costs and expenses incurred in connection with the preparationpreparation and execution of, negotiation, execution, delivery, registration and administration of this Agreement, the Note and the other Credit Documents and any amendment, supplement or modification to or extension or restatement of, this Agreement and any of the other Credit Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and out-of-pocket expenses disbursements of counsel and of technical advisors and consultants for the Administrative Agent to Access Capital (whether or not such counsel is affiliated with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrowers’ prior written consent (not to be unreasonably withheld) shall be obtained before the Administrative Agent retains a technical advisor or other technical consultantAccess Capital). The Borrowers further agree to Companies shall jointly and severally pay on demand or reimburse Access Capital for all losses, reasonable costs and expensesexpenses incurred for such additional services as may be required hereunder, if any in each case in accordance with the regular practices of Access Capital and in accordance with Access Capital’s regular service charge rate schedule. (including b) The Companies will jointly and severally pay or reimburse Access Capital for all its reasonable counsel fees costs and expenses), expenses incurred in connection with the enforcement and preservation of any and all rights of the Lender under, or the enforcement of, or legal advice in respect of the rights or responsibilities of the Lender under, under this Agreement, the Note Agreement and the other Credit Transaction Documents, including lossesincluding, without limitation, fees and disbursements of counsel to Access Capital (whether or not such counsel is affiliated with Access Capital) and any collateral evaluation (e.g. field examinations, collateral analysis or other business analysis) performed by Access Capital or for its benefit as Access Capital deems necessary, as well as for the costs at Access Capital’s regularly posted rates, for overnight mail delivery, UCC, tax lien and expenses sustained by judgment searches (and all updates with respect thereto) and bank wire transfer fees, as outlined in Exhibit D. Access Capital shall have the Lender right to visit any Company at any time to review and photocopy the books and records of such Company, or portions thereof, as a result of any failure by any Borrower Access Capital shall determine to perform or observe facilitate its obligations contained herein or in the Note held by the Lender or in connection with any refinancing or restructuring of the Loan in the nature of a “workoutwork hereunder.” (c) The Borrowers further agree to pay on demandCompanies will jointly and severally pay, and to indemnify, and hold each Lender and each Agent Access Capital harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from from, any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and the Credit Documents and any such other documentsTransaction Documents. (bd) Each Credit Party agrees to The Companies will jointly and severally pay, indemnify, and hold each Lender, each Agent, their respective Affiliates and their respective directors, partners, managers, principals, officers, employees, agents, consultants and representatives (collectively, the “Indemnified Parties”) Access Capital harmless from and against, against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, claims, judgments, awards, fines, settlements, suits, costs, charges, expenses or and disbursements of any kind or nature whatsoever whatsoever, whether threatened, pending or determined (irrespective including attorneys’ fees and court costs now or hereafter arising from the enforcement of whether the Indemnified Party is named as a party to any litigation or proceeding and whether it is jointthis clause), several or joint and several(1) with respect to the execution, delivery, enforcementenforcement and performance of this Agreement and the other Transaction Documents, performance and administration including, without limitation, the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any collateral securing Obligations, (2) arising directly or indirectly from the activities of any Credit DocumentCompany or any subsidiary, any such other documents, agreements and Instruments or the transactions contemplated thereby, the useits predecessors in interest, or proposed use, of proceeds of the Loansthird parties with whom it has a contractual relationship, or otherwise with respect to arising directly or indirectly from the violation of any Project environmental protection, health, or Property safety law, whether such claims are asserted by any governmental agency or any activityother person or entity, occurrence and/or (3) arising by virtue of or event thereon in connection with any representation or associated therewith warranty by any Company or any Responsible Party being untrue or misleading or any agreement or covenant by any Company or any Responsible Party not being performed as and when required hereunder or under any other Transaction Document (all of the foregoing, collectively, a the “Third Party Claimindemnified liabilities”), and will reimburse the Indemnified Parties for all costs and expenses (including reasonable attorneys’ fees and expenses) on demand as they are incurred in connection with the investigation of, preparation for or defense or prosecution of any pending or threatened Third Party Claim or any action or proceeding arising therefrom; provided, however, that the Borrowers no Company shall not have any obligation hereunder to the Administrative Agent or any Lender Access Capital with respect to Third Party Claims indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) any other loan facility involving the Administrative Agent or a Lender and a Property or Project that does not involve or is not attributable to a Credit Party, a Credit Party’s interest therein or actions with respect thereto, this Agreement or any other Credit Document; provided, further, that (i) each Indemnified Party shall promptly notify the Borrowers in writing upon becoming aware of the initiation of any Third Party Claim against itAccess Capital, (ii) the Borrowers shall be entitled salaries and other amounts payable by Access Capital to participate its employees in the defense ordinary course of any such Third Party Claim and, if business (other than for legal fees specifically billed with respect to a particular matter to which the Borrowers so choose, to assume the defense, at the Borrowers’ expense, of any such Third Party Claim with counsel selected by the Borrowers (it being understood that any Indemnified Party shall have the right to participate in such defense and employ counsel separate from the counsel employed by the Borrowers, and that such counsel shall be at the expense of such Indemnified Party unless such Indemnified Party shall have been advised by counsel that there may be legal defenses available to it that are inconsistent with foregoing relates) or in addition to those available to the Borrowers, in which case such counsel shall be at the Borrowers’ expense) and (iii) no Indemnified Party expenses incurred by Access Capital (other than those specifically enumerated above) in the ordinary course of business in connection with the performance of its obligations hereunder. To the extent that Access Capital shall settle provide amounts to any Third Party Claim without Company in excess of amounts permitted by Section 1 of the Borrowers’ prior written consent (Loan Agreement, all such consent not amounts shall bear interest at a per annum rate equal to be unreasonably withheld)the Prime Rate plus 10% of the amounts so provided. The agreements obligations in this Section 10.6 shall survive repayment the termination of this Agreement and the Loans, Notes and all other amounts payable hereunderTransaction Documents.

Payment of Expenses and Taxes; Indemnification. The Grantors shall pay such compensation to the Collateral Trustee as the Issuers and Collateral Trustee may agree in writing from time to time. Notwithstanding that the Collateral Trustee is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) The Borrowers agree to pay within thirty (30) days after receipt of an invoice therefor, or reimburse the Collateral Trustee for all its documented fees and reasonable costs and expenses incurred in connection with the preparationdevelopment, negotiationpreparation and execution of, execution, delivery, registration and administration of this Agreement, the Note and the other Credit Documents and any amendment, supplement or modification to or extension or restatement ofto, this Agreement and the other Credit Notes Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and out-of-pocket expenses disbursements of counsel and agents, appointed pursuant to Section 5.2, to the Collateral Trustee, any amounts due and owing pursuant to any mortgage, and the preservation of technical advisors and consultants for the Administrative Agent with respect thereto and with respect to advising Liens or any rights of the Administrative Agent as to its rights and responsibilities under this Agreement; providedCollateral Trustee (b) after the occurrence of a Triggering Event, however, that so long as no Event of Default shall have occurred and be continuing, the Borrowers’ prior written consent (not to be unreasonably withheld) shall be obtained before the Administrative Agent retains a technical advisor or other technical consultant. The Borrowers further agree to pay on demand or reimburse the Collateral Trustee and the other Secured Representatives for all losses, their costs and expenses, if any (including reasonable counsel fees and expenses), expenses incurred in connection with the enforcement or preservation of any rights of the Lender under, or the enforcement of, or legal advice in respect of the rights or responsibilities of the Lender under, under this Agreement, the Note other Security Documents and any such other documents, including the fees and disbursements of counsel to the Collateral Trustee and the other Credit DocumentsSecured Representatives, including lossesto pay, costs and expenses sustained by the Lender as a result of any failure by any Borrower to perform or observe its obligations contained herein or in the Note held by the Lender or in connection with any refinancing or restructuring of the Loan in the nature of a “workout.” The Borrowers further agree to pay on demand, and to indemnify, defend and hold each Lender harmless the Collateral Trustee and each Agent harmless from, the other Secured Representatives from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Security Documents and any such other documents , and (bc) Each Credit Party agrees to pay, indemnify, defend and hold each Lender, each Agent, their respective Affiliates harmless the Collateral Trustee and the other Secured Representatives and their respective directors, partners, managers, principals, officers, employees, agents, consultants trustees and representatives (collectively, the “Indemnified Parties”) harmless agents from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, claims, judgments, awards, fines, settlements, suits, costs, charges, expenses or disbursements of any kind or nature whatsoever (irrespective whatsoever, including reasonable and documented fees, disbursements and other charges of whether the Indemnified Party is named as a party counsel and agents appointed pursuant to any litigation or proceeding and whether it is jointSection 5.2, several or joint and several) with respect to the execution, delivery, enforcement, performance and administration of any Credit Documentthis Agreement, the other Security Documents and any such other documents, agreements and Instruments or the transactions contemplated thereby, the use, or proposed use, of proceeds including any of the Loansforegoing relating to the violation of, noncompliance with or otherwise with respect to liability under, any Project or Property or any activity, occurrence or event thereon or associated therewith environmental law (all of the foregoingforegoing in this clause (c), collectively, a the “Third Party Claimindemnified liabilities”), and will reimburse the Indemnified Parties for all costs and expenses (including reasonable attorneys’ fees and expenses) on demand as they are incurred in connection with the investigation of, preparation for or defense or prosecution of any pending or threatened Third Party Claim or any action or proceeding arising therefrom; provided, however, provided that the Borrowers Grantors shall not have any no obligation hereunder to the Administrative Agent Collateral Trustee or any Lender other Secured Representative nor any of their respective directors, officers, employees and agents with respect to Third Party Claims indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such Lender, party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction in a final and non-appealable judgment or (ii) any other loan facility involving the Administrative Agent or a Lender and a Property or Project that does not involve or is not attributable to a Credit Party, a Credit Party’s interest therein or actions with respect thereto, this Agreement or any other Credit Document; provided, further, that (i) each Indemnified Party shall promptly notify the Borrowers in writing upon becoming aware of the initiation of any Third Party Claim against it, (ii) the Borrowers shall be entitled to participate in the defense of any such Third Party Claim and, if the Borrowers so choose, to assume the defense, at the Borrowers’ expense, of any such Third Party Claim with counsel selected by the Borrowers (it being understood that any Indemnified Party shall have the right to participate in such defense and employ counsel separate from the counsel employed by the Borrowers, and that such counsel shall be at the expense of such Indemnified Party unless such Indemnified Party shall have been advised by counsel that there may be legal defenses available to it that are inconsistent with or in addition to those available to the Borrowers, in which case such counsel shall be at the Borrowers’ expense) and (iii) no Indemnified Party shall settle any Third Party Claim without the Borrowers’ prior written consent (such consent not to be unreasonably withheldjurisdiction). The agreements in Section 5 and this Section 10.6 7.8 shall survive repayment of the Loans, Notes Secured Obligations and all other amounts payable hereunderhereunder and under the other Secured Debt Documents and the termination of this Agreement or the removal or resignation of the Collateral Trustee.

Payment of Expenses and Taxes; Indemnification. (a) The Borrowers agree Borrower agrees to pay within thirty (30) days after receipt of an invoice therefor, all costs and expenses in connection with the preparation, negotiation, execution, delivery, registration and administration of this Agreement, the Note Notes and the other Credit Documents and any amendment, supplement or modification to or extension or restatement of, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and out-of-pocket expenses of counsel and of technical advisors and consultants for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrowers’ Borrower’s prior written consent (not to be unreasonably withheld) shall be obtained before the Administrative Agent retains a technical advisor or other technical consultant. The Borrowers Borrower further agree agrees to pay on demand all losses, costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the preservation of any rights of the Lender Lenders under, or the enforcement of, or legal advice in respect of the rights or responsibilities of the Lender Lenders under, this Agreement, the Note Notes and the other Credit Documents, including losses, costs and expenses sustained by the Lender Lenders as a result of any failure by any Borrower to perform or observe its obligations contained herein or in the Note Notes held by the Lender Lenders or in connection with any refinancing or restructuring of the Loan in the nature of a “workout.” The Borrowers Borrower further agree agrees to pay on demand, and to indemnify, and hold each Lender and each the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents (b) Each Credit Party agrees to pay, indemnify, and hold each Lender, each the Administrative Agent, their respective Affiliates and their respective directors, partners, managers, principals, officers, employees, agents, consultants and representatives (collectively, the “Indemnified Parties”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, claims, judgments, awards, fines, settlements, suits, costs, charges, expenses or disbursements of any kind or nature whatsoever (irrespective of whether the Indemnified Party is named as a party to any litigation or proceeding and whether it is joint, several or joint and several) with respect to the execution, delivery, enforcement, performance and administration of any Credit Document, any such other documents, agreements and Instruments or the transactions contemplated thereby, the use, or proposed use, of proceeds of the LoansLoan, or otherwise with respect to any Project or Property or any activity, occurrence or event thereon or associated therewith (all of the foregoing, collectively, a “Third Party Claim”), and will reimburse the Indemnified Parties for all costs and expenses (including reasonable attorneys’ fees and expenses) on demand as they are incurred in connection with the investigation of, preparation for or defense or prosecution of any pending or threatened Third Party Claim or any action or proceeding arising therefrom; provided, however, that the Borrowers Borrower shall not have any obligation hereunder to the Administrative Agent or any Lender with respect to Third Party Claims arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) any other loan facility involving the Administrative Agent or a Lender and a Property or Project that does not involve or is not attributable to a Credit Party, a Credit Party’s interest therein or actions with respect thereto, this Agreement or any other Credit Document; provided, further, that (i) each Indemnified Party shall promptly notify the Borrowers Borrower in writing upon becoming aware of the initiation of any Third Party Claim against it, (ii) the Borrowers Borrower shall be entitled to participate in the defense of any such Third Party Claim and, if the Borrowers Borrower so choosechooses, to assume the defense, at the Borrowers’ Borrower’s expense, of any such Third Party Claim with counsel selected by the Borrowers Borrower (it being understood that any Indemnified Party shall have the right to participate in such defense and employ counsel separate from the counsel employed by the BorrowersBorrower, and that such counsel shall be at the expense of such Indemnified Party unless such Indemnified Party shall have been advised by counsel that there may be legal defenses available to it that are inconsistent with or in addition to those available to the BorrowersBorrower, in which case such counsel shall be at the Borrowers’ Borrower’s expense) and (iii) no Indemnified Party shall settle any Third Party Claim without the Borrowers’ Borrower’s prior written consent (such consent not to be unreasonably withheld). The agreements in this Section 10.6 shall survive repayment of the LoansLoan, the Notes and all other amounts payable hereunder.