Common use of Payment of Expenses, Indemnities, etc Clause in Contracts

Payment of Expenses, Indemnities, etc. (a) The Company agrees to pay on demand (i) all reasonable fees and out-of-pocket expenses of counsel for the Lessor and the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by Lessor and the Administrative Agent and their Affiliates (including, without limitation, WCI) in effecting the assignment of WCI’s interest in the Operative Documents and the Original Lease Documents to Lessor and in syndicating or re-issuing to the Lease Participants all or any portion of the Lessor Investments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for WCI, Lessor, and the Administrative Agent or any of their Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Lessor, the Administrative Agent, and the Lease Participants in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. In furtherance of and not in limitation of the foregoing, the Company shall pay all fees, costs and expenses incurred in obtaining the Approved Appraisal, the Environmental Assessment, the title policy referred to in Section 6.01(k), the certification to the Survey required by Section 6.01(i)] and the Related Contracts. The Company shall indemnify the WCI, Lessor, the Administrative Agent, and each Lease Participant against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of, and performance of obligations under, any of the Operative Documents or the Lessor Assignment Agreement.

Payment of Expenses, Indemnities, etc. (a) The Company agrees to pay on demand (i) all reasonable fees and out-of-pocket expenses of counsel for the Lessor and the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by Lessor and the Administrative Agent and their Affiliates (including, without limitation, WCI) in effecting the assignment of WCI’s interest in the Operative Documents and the Original Lease Documents to Lessor and in syndicating or re-issuing to the Lease Participants all or any portion of the Lessor Investments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for WCI, Lessor, and the Administrative Agent or any of their Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Lessor, the Administrative Agent, and the Lease Participants in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. In furtherance of and not in limitation of the foregoing, the Company shall pay all fees, costs and expenses incurred in obtaining the Approved Appraisal, the Environmental Assessment, the title policy referred to in Title Policy or endorsement required by Section 6.01(k6.01(j), the certification to the updated Survey or affidavit of no change required by Section 6.01(i)] ) and the Related Contracts. The Company shall indemnify the WCI, Lessor, the Administrative Agent, Agent and each Lease Participant against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of, and performance of obligations under, any of the Operative Documents or the Lessor Assignment AgreementDocuments.

Payment of Expenses, Indemnities, etc. (a) The Company agrees to pay on demand (i) all reasonable fees and out-of-pocket expenses of counsel for the Lessor and the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by Lessor Wachovia Capital Investments, Inc. and the Administrative Agent and their its Affiliates (including, without limitation, WCI) in effecting the assignment of WCI’s interest in the Operative Documents and the Original Lease Documents initially syndicating to Lessor and in syndicating or re-issuing to the Lease Participants all or any portion of the Lessor Investments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for WCIWachovia Capital Investments, Lessor, and the Administrative Agent Inc. or any of their its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Lessor, the Administrative Agent, Lessor and the Lease Participants in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. In furtherance of and not in limitation of the foregoing, the Company shall pay all fees, costs and expenses incurred in obtaining the Facility Plan, the Approved Appraisal, the Environmental Assessment, the title policy referred to in Section 6.01(k), the certification to the Survey required by Section 6.01(i)] Surveys and the Related Contracts. The Company shall indemnify the WCI, Lessor, the Administrative Agent, Lessor and each Lease Participant against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of, and performance of obligations under, any of the Operative Documents or the Lessor Assignment AgreementDocuments.

Payment of Expenses, Indemnities, etc. (a) The Company as Acquisition/Construction Agent for the Lessor agrees to pay on demand (i) all reasonable fees and out-of-pocket expenses of counsel for the Lessor and Agent (but not the Administrative Agent separate counsel for the Lenders) in connection with the preparation, execution and delivery of this Agreement, the Notes, the other Operative Transaction Documents and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, and any amendments to any of the Transaction Documents, (ii) all reasonable costs and expenses incurred by Lessor and the Administrative Agent and their its Affiliates (including, without limitation, WCI) in effecting the assignment of WCI’s interest in the Operative Documents and the Original Lease Documents to Lessor and in initially syndicating or re-issuing to the Lease Participants all or any portion of the Lessor Investments Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for WCI, Lessor, and the Administrative Agent or any of their its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the LessorAgent, the Administrative Agent, Lenders and the Lease Participants Lessor in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes, the other Operative Transaction Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counselseparate counsel for each of them. In furtherance of and not in limitation of the foregoing, the Company shall pay all fees, costs and expenses incurred in obtaining the Facility Plan, the Approved Appraisal, the Environmental Assessment, the title policy referred to in Section 6.01(k)Title Policy, the certification to Surveys, the Survey required by Section 6.01(i)] Related Contracts and the Related ContractsLessor's cost of obtaining residual value insurance. The Company shall indemnify the WCI, Lessor, the Administrative Agent, Agent and each Lease Participant Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of, and performance of obligations under, any of the Operative Documents or the Lessor Assignment AgreementTransaction Documents, and all other Impositions.

Payment of Expenses, Indemnities, etc. (a) The Company as Acquisition/Construction Agent for the Lessor, or as Lessee under the Lease, agrees to pay on demand (i) all reasonable fees and out-of-pocket expenses of counsel for the Lessor and the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Lessor and the Administrative Agent and their its Affiliates (including, without limitation, WCI) in effecting the assignment of WCI’s interest in the Operative Documents and the Original Lease Documents initially syndicating to Lessor and in syndicating or re-issuing to the Lease Participants all or any portion of the Lessor Investments hereunder, including, without limitation, the related reasonable fees and out-out- of-pocket expenses of counsel for WCI, Lessor, and the Administrative Agent Lessor or any of their its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Lessor, the Administrative Agent, Lessor and the Lease Participants in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. In furtherance of and not in limitation of the foregoing, the Company shall pay all fees, costs and expenses incurred in obtaining the Facility Plan, the Approved Appraisal, the Environmental Assessment, the title policy referred to in Section 6.01(k), the certification to the Survey required by Section 6.01(i)] Surveys and the Related Contracts. The Company shall indemnify the WCI, Lessor, the Administrative Agent, Lessor and each Lease Participant against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of, and performance of obligations under, any of the Operative Documents or the Lessor Assignment AgreementDocuments.

Payment of Expenses, Indemnities, etc. (a) The Company Borrower agrees to pay on demand (i) all reasonable fees and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Lessor and the Administrative Agent Agent, in connection with the preparationsyndication of the credit facilities provided for herein, execution the preparation and delivery administration of this AgreementAgreement or any amendments, modifications or waivers of the provisions hereof (limited to the fees, charges and disbursements of a single counsel for the Administrative Agent, the other Operative Documents Joint Lead Arrangers, the Syndication Agent and the other documents to Co-Documentation Agent and of one special and one local counsel in each appropriate jurisdiction as such Person may deem appropriate in their good faith discretion, except that if any such Person reasonably concludes that its interests conflict with those of another such Person and notifies the Borrower of such conflict, the Borrower shall also be delivered hereunder responsible for the reasonable, documented out-of-pocket fees, charges and the fulfillment or attempted fulfillment disbursements of conditions precedent hereunderone separate counsel and one special and one local counsel, as applicable, for all such conflicted Persons), (ii) all reasonable costs and expenses incurred by Lessor and the Administrative Agent and their Affiliates (including, without limitation, WCI) in effecting the assignment of WCI’s interest in the Operative Documents and the Original Lease Documents to Lessor and in syndicating or re-issuing to the Lease Participants all or any portion of the Lessor Investments hereunder, including, without limitation, the related reasonable fees and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of counsel for WCI, Lessor, and the Administrative Agent any Letter of 104 Credit or any of their Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate demand for payment thereunder and (iii) all out-of-pocket costs reasonable and expenses, if any, incurred by the Lessor, the Administrative Agent, and the Lease Participants in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and documented out-of-pocket expenses of counsel. In furtherance of and not in limitation of the foregoing, the Company shall pay all fees, costs and expenses incurred in obtaining the Approved Appraisal, the Environmental Assessment, the title policy referred to in Section 6.01(k), the certification to the Survey required by Section 6.01(i)] and the Related Contracts. The Company shall indemnify the WCI, Lessor, the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and each Lease Participant against disbursements of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of counsel for the execution and delivery of, and performance of obligations underAdministrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Operative Documents Loans made or the Lessor Assignment AgreementLetters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Payment of Expenses, Indemnities, etc. (a) The Company as Acquisition/Construction Agent for the Lessor agrees to pay on demand (i) all reasonable fees and out-of-pocket expenses of counsel for the Lessor and the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes, the other Operative Documents and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by Lessor and the Administrative Agent and their its Affiliates (including, without limitation, WCI) in effecting the assignment of WCI’s interest in the Operative Documents and the Original Lease Documents to Lessor and in initially syndicating or re-issuing to the Lease Participants all or any portion of the Lessor Investments Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for WCI, Lessor, and the Administrative Agent or any of their its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-out- of-pocket costs and expenses, if any, incurred by the Lessor, the Administrative Agent, Agent and the Lease Participants Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes, the other Operative Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. In furtherance of and not in limitation of the foregoing, the Company shall pay all fees, costs and expenses incurred in obtaining the Facility Plan, the Approved Appraisal, the Environmental Assessmentenvironmental report referred to in Section 6.01(i), the title policy referred to in Section 6.01(k6.01(m), the certification to the Survey required by Section 6.01(i)] Surveys and the Related Contracts. The Company shall indemnify the WCI, Lessor, the Administrative Agent, Agent and each Lease Participant Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of, and performance of obligations under, any of the Operative Documents or the Lessor Assignment AgreementDocuments.