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

Payment of Expenses, Taxes and Indemnification. The Borrower agrees (a) to pay or reimburse, as Borrower Administrative Expenses in accordance with Section 2.07, each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian and the Valuation Agent for all of their respective reasonable documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Loan Agreement and the other Loan 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 disbursements of counsel to each such Person and filing and recording fees and expenses, (b) to pay or reimburse, as Borrower Administrative Expenses in accordance with Section 2.07, the Agents and the Lender for all their respective documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of counsel to the Agents and the Lender, (c) to pay, indemnify, and hold the Agents and the Lender and their respective Related Parties 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, recording and other similar taxes (excluding, for the avoidance of doubt, any tax imposed on gross or net income, profits, receipts or any other tax in the nature of an income tax, whether administered by withholding or otherwise), if any, 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 and modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian and the Valuation Agent and their respective Related Parties (each, an “Indemnitee”) harmless and defend them from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable fees and disbursements of legal counsel) or disbursements of any kind or nature whatsoever (except with respect to taxes, which shall be governed by clause (c) of this Section 10.05) with respect to the execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the negligence, bad faith, willful misconduct or fraudulent action of any Indemnitee or any of its Related Parties. The Borrower may, in its sole discretion, and at its expense, control the defense of any claim arising under clause (d) including, without limitation, designating counsel for the Indemnitees (which counsel shall be reasonably satisfactory to the Indemnitees) and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the Borrower may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee and (ii) the Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict with those of the Borrower. The Borrower shall be responsible to pay the reasonable fees of such separate legal counsel if such a conflict exists. The Borrower may not control the defense of any claim arising under clause (c) above and may not designate counsel for the Agents and the Lender and their respective Related Parties or control the negotiations, litigation, arbitration, settlements, compromises or appeals of any claims under such clause (c). Notwithstanding anything to the contrary in this Section 10.05, the Lender and its Related Parties shall be represented solely by the U.S. Department of Justice with respect to any claim arising under this Loan Agreement. All amounts due under this Section 10.05 shall be payable as Borrower Administrative Expenses in accordance with Section 2.07 and any request for payment under this Section 10.05 must be received by the Borrower, the Agents, the Collateral Administrator, the Valuation Agent and the Custodian no later than two (2) Business Days prior to the last Business Day of any month in connection with payments to be made on the next succeeding Loan Payment Date. The agreements in this Section

Payment of Expenses, Taxes and Indemnification. The Borrower agrees Loan Parties, jointly and severally, agree (a) to pay or reimburse, as Borrower Administrative Expenses in accordance with Section 2.07the Priority of Payments, each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian and the Valuation Agent for all of their respective reasonable documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Loan Agreement and the other Loan Security 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 disbursements of counsel to each such Person and filing and recording fees and expenses, (b) to pay or reimburse, as Borrower Administrative Expenses in accordance with Section 2.07the Priority of Payments, the Agents and the Lender Controlling Party for all their respective documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Security Documents and any such other documents, including the reasonable fees and disbursements of counsel to the Agents and the LenderControlling Party, (c) to pay, indemnify, and hold the Agents and the Lender Secured Parties and their respective Related Parties 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, recording and other similar taxes (excluding, for the avoidance of doubt, any tax imposed on gross or net income, profits, receipts or any other tax in the nature of an income tax, whether administered by withholding or otherwise), if any, 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 and modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Loan Security Documents and any such other documents and (d) to pay, indemnify, and hold each of the Administrative Agent, the Collateral Agent, any Permitted Secured Hedge Counterparty, the Collateral Administrator, the Custodian and the Valuation Agent and their respective Related Parties (each, an “Indemnitee”) harmless and defend them from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable fees and disbursements of legal counsel) or disbursements of any kind or nature whatsoever (except with respect to taxes, which shall be governed solely by clause (c) of this Section 10.05) with respect to the execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Loan Security Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower Loan Parties shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the negligence, bad faith, willful misconduct or fraudulent action of any Indemnitee or any of its Related Parties. The Borrower Loan Parties may, in its their sole discretion, and at its their expense, control the defense of any claim arising under clause (d) including, without limitation, designating counsel for the Indemnitees (which counsel shall be reasonably satisfactory to the Indemnitees) and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the Borrower Loan Parties may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee and (ii) the Borrower Loan Parties shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict with those of the BorrowerLoan Parties. The Borrower Loan Parties shall be responsible to pay the reasonable fees of such separate legal counsel if such a conflict exists. The Borrower Loan Parties may not control the defense of any claim arising under clause (c) above and may not designate counsel for the Agents and the Lender Secured Parties and their respective Related Parties or control the negotiations, litigation, arbitration, settlements, compromises or appeals of any claims under such clause (c). Notwithstanding anything to the contrary in this Section 10.05, the Lender and its Related Parties shall be represented solely by the U.S. Department of Justice with respect to any claim arising under this Loan Agreement. All amounts due under this Section 10.05 shall be payable as Borrower Administrative Expenses in accordance with Section 2.07 the Priority of Payments and any request for payment under this Section 10.05 must be received by the BorrowerLoan Parties, the AgentsAdministrative Agent, the Collateral Agent, the Collateral Administrator, the Valuation Agent and the Custodian no later than two (2) Business Days prior to the last Business Day of any month in connection with payments to be made on the next succeeding Loan Payment Date. The agreements in this SectionSection 10.05 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses, Taxes and Indemnification. The Borrower agrees (a) to pay or reimburse, as Borrower Administrative Expenses in accordance with Section 2.07, each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian and the Valuation Agent for all of their respective reasonable documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Loan Agreement and the other Loan 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 disbursements of counsel to each such Person and filing and recording fees and expenses, (b) to pay or reimburse, as Borrower Administrative Expenses in accordance with Section 2.07, the Agents and the Lender for all their respective documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of counsel to the Agents and the Lender, (c) to pay, indemnify, and hold the Agents and the Lender and their respective Related Parties 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, recording and other similar taxes (excluding, for the avoidance of doubt, any tax imposed on gross or net income, profits, receipts or any other tax in the nature of an income tax, whether administered by withholding or otherwise), if any, 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 and modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian and the Valuation Agent and their respective Related Parties (each, an “Indemnitee”) harmless and defend them from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable fees and disbursements of legal counsel) or disbursements of any kind or nature whatsoever (except with respect to taxes, which shall be governed by clause (c) of this Section 10.05) with respect to the execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the negligence, bad faith, willful misconduct or fraudulent action of any Indemnitee or any of its Related Parties. The Borrower may, in its sole discretion, and at its expense, control the defense of any claim arising under clause (d) including, without limitation, designating counsel for the Indemnitees (which counsel shall be reasonably satisfactory to the Indemnitees) and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the Borrower may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee and (ii) the Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict with those of the Borrower. The Borrower shall be responsible to pay the reasonable fees of such separate legal counsel if such a conflict exists. The Borrower may not control the defense of any claim arising under clause (c) above and may not designate counsel for the Agents and the Lender and their respective Related Parties or control the negotiations, litigation, arbitration, settlements, compromises or appeals of any claims under such clause (c). Notwithstanding anything to the contrary in this Section 10.05, the Lender and its Related Parties shall be represented solely by the U.S. Department of Justice with respect to any claim arising under this Loan Agreement. All amounts due under this Section 10.05 shall be payable as Borrower Administrative Expenses in accordance with Section 2.07 and any request for payment under this Section 10.05 must be received by the Borrower, the Agents, the Collateral Administrator, the Valuation Agent and the Custodian no later than two (2) Business Days prior to the last Business Day of any month in connection with payments to be made on the next succeeding Loan Payment Date. The agreements in this SectionSection 10.05 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses, Taxes and Indemnification. The Borrower Company agrees (a) to pay or reimburse, as Borrower Administrative Expenses in accordance with Section 2.07, each of reimburse the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian and the Valuation Agent for all of their respective its reasonable documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Loan Agreement and Agreement, the other Loan 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 disbursements of counsel to each such Person and filing and recording fees and expensesthe Agent, (b) to pay or reimburse, as Borrower Administrative Expenses in accordance with Section 2.07, the Agents reimburse each Bank and the Lender Agent for all their respective documented out-of-pocket its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Documents and any such other documents, including the reasonable including, without limitation, fees and disbursements of counsel to the Agents Agent and to the Lender, several Banks and (c) to pay, indemnify, and hold the Agents each Bank and the Lender and their respective Related Parties 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, recording excise and other similar taxes (excluding, for the avoidance of doubt, any tax imposed on gross or net income, profits, receipts or any other tax in the nature of an income tax, whether administered by withholding or otherwise)taxes, if any, that 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 and or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian Bank and the Valuation Agent and their respective Related Parties (each, an “Indemnitee”) harmless and defend them from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable fees and disbursements of legal counsel) or disbursements of any kind or nature whatsoever (except with respect to taxes, which shall be governed by clause (c) of this Section 10.05) with respect to the execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Loan Documents and any such other documents, including any documents or in respect of the foregoing relating to the use of the proceeds of the Revolving Credit Loans hereunder (all the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilities”"indemnified liabilities"); , provided that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted indemnified liabilities arising from the negligence, bad faith, gross negligence or willful misconduct or fraudulent action of any Indemnitee or any of its Related Parties. The Borrower may, in its sole discretion, and at its expense, control the defense of any claim arising under clause (d) including, without limitation, designating counsel for the Indemnitees (which counsel shall be reasonably satisfactory to the Indemnitees) and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the Borrower may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee and (ii) the Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict with those of the Borrower. The Borrower shall be responsible to pay the reasonable fees of such separate legal counsel if such a conflict exists. The Borrower may not control the defense of any claim arising under clause (c) above and may not designate counsel for the Agents and the Lender and their respective Related Parties or control the negotiations, litigation, arbitration, settlements, compromises or appeals of any claims under such clause (c). Notwithstanding anything to the contrary in this Section 10.05, the Lender and its Related Parties shall be represented solely by the U.S. Department of Justice with respect to any claim arising under this Loan Agreement. All amounts due under this Section 10.05 shall be payable as Borrower Administrative Expenses in accordance with Section 2.07 and any request for payment under this Section 10.05 must be received by the Borrower, the Agents, the Collateral Administrator, the Valuation Agent and the Custodian no later than two (2) Business Days prior to the last Business Day of any month in connection with payments to be made on the next succeeding Loan Payment Dateindemnified party. The agreements in this Sectionsubsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder.