Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all documented advances, charges, costs and expenses (including, without limitation, all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented fees, disbursements, and expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection of its rights in connection with this Agreement, including, without limitation, in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party.
(b) Each Grantor shall indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and expenses (including the fees, disbursements, and expenses of any counsel for any Indemnitee), and shall reimburse each Indemnitee upon demand for any legal or other expenses incurred in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Collateral (including any exercise of rights or remedies in connection therewith), or (iii) any actual or prospective suit, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether ...
Payment of Expenses, Indemnities. Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all reasonable out-of-pocket costs and expenses (including, without limitation, all reasonable out-of-pocket costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and the reasonable and documented fees, charges and disbursements of counsel) in connection with the exercise of its respective rights and remedies hereunder, including, without limitation, any reasonable out-of-pocket advances, charges, costs and expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party; provided that the fees, charges and disbursements of counsel shall be limited to (x) one primary outside counsel and one local counsel in each applicable jurisdiction not covered by the primary outside counsel for the Administrative Agent and its Affiliates, and (y) solely in circumstances in which there is an actual or potential conflict of interest between the Administrative Agent and/or its Affiliates and one or more of the Lenders, one additional counsel for all similarly situated Lenders and one local counsel in each applicable jurisdiction not covered by the primary counsel for such Lenders.
Payment of Expenses, Indemnities. Section 10.3 of the Credit Agreement is hereby incorporated herein, mutatis mutandis. 9
Payment of Expenses, Indemnities. The terms of Section 10.3 of the Credit Agreement shall apply to each Grantor, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 10.3 of the Credit Agreement and Article II of this Agreement, as applicable.
Payment of Expenses, Indemnities. Etc. 70 Section 12.04 Amendments, Etc. 73 Section 12.05 Successors and Assigns 73 Section 12.06 Assignments and Participations. 73 Section 12.07 Defaulting Lenders 76 Section 12.08 Invalidity 79
Payment of Expenses, Indemnities. The terms of Section 10.3 of the Credit Agreement are incorporated herein by reference and shall be interpreted as if each reference to “Borrower” is replaced with “Grantors”, mutatis mutandis, and the parties hereto agree to such terms.
Payment of Expenses, Indemnities. Each Grantor agrees to pay or promptly reimburse the Administrative Agent for all advances, charges, costs and expenses (including, without limitation, all costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all reasonably attorneys’ fees, legal expenses and court costs), which the Administrative Agent may incur in connection with this Agreement as provided in Section 11.2 of the Credit Agreement.
Payment of Expenses, Indemnities. The terms of Section 10.3 of the Term Loan Agreement are incorporated herein by reference and shall be interpreted as if each reference to “Borrower” is replaced with “Grantors”, mutatis mutandis, and the parties hereto agree to such terms.
Payment of Expenses, Indemnities. (a) The Borrower agrees:
(i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable expenses of the Agent in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agent and the Lenders with respect thereto) of, and in connection with the negotiation, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the Agent, the cost of environmental audits, surveys and appraisals at reasonable intervals, the reasonable fees and disbursements of counsel and other outside consultants for the Agent and, in the case of enforcement, the reasonable fees and disbursements of counsel for the Agent and any of the Lenders); and promptly reimburse the Agent for all amounts expended, advanced or incurred by the Agent or the Lenders to satisfy any obligation of the Borrower under this Agreement or any Security Instrument, including without limitation, all costs and expenses of foreclosure;
Payment of Expenses, Indemnities. 23 Section 10.4. Amendments in Writing 24 Section 10.5. Successors and Assigns 24 Section 10.6. Severability 24 Section 10.7. Counterparts 24 Section 10.8. Survival 24 Section 10.9. Captions 24 Section 10.10. No Oral Agreements 24 Section 10.11. Governing Law; Submission to Jurisdiction 25 Section 10.12. WAIVER OF JURY TRIAL 25 Section 10.13. Acknowledgments 25 Section 10.14. Additional Grantors 26 Section 10.15. Set-Off 26 Section 10.16. Releases 27 Section 10.17. Reinstatement 27 Section 10.18. Acceptance 27 Section 10.19. Keepwell 27 6609707.v9 4822-2187-5943 v2 Schedule 1 - Notice Addresses Schedule 2 - Promissory Notes Schedule 3 - Filings and Other Actions Required to Perfect Security Interests Schedule 4 - Legal Name, Organizational Status, Chief Executive Office Schedule 5 - Prior Names and Prior Chief Executive Offices Schedule 6 - Patents and Patent Licenses Schedule 7 - Trademarks and Trademark Licenses Schedule 8 - Copyrights and Copyright Licenses Schedule 9 - Vehicles Schedule 10 - Commercial Tort Claims Schedule 11 - Letter-of-Credit Rights Annex I - Form of Joinder Agreement Annex II - Form of Intellectual Property Security Agreement 6609707.v9 4822-2187-5943 v2 THIS GUARANTY AND SECURITY AGREEMENT, dated as of April 29, 2021, is made by DANIMER SCIENTIFIC HOLDINGS, LLC, a Delaware limited liability company, MEREDIAN, INC., a Georgia corporation, MEREDIAN BIOPLASTICS, INC., a Georgia corporation, DANIMER SCIENTIFIC, L.L.C., a Georgia limited liability company, DANIMER BIOPLASTICS, INC., a Georgia corporation, and DANIMER SCIENTIFIC KENTUCKY, INC., a Delaware corporation (individually, a "Borrower" and collectively, the "Borrowers"), and DANIMER SCIENTIFIC, INC., a Delaware corporation ("PubCo"), and MEREDIAN HOLDINGS GROUP, INC., a Delaware corporation ("Parent"; Parent and PubCo, together with Borrowers and with any other Subsidiary of PubCo that becomes a party hereto from time to time after the date hereof, each, a "Grantor" and, collectively, the "Grantors"), in favor of TRUIST BANK, as Lender under (and as defined in) the Credit Agreement referred to below.
