Common use of Payment of Certain Expenses Clause in Contracts

Payment of Certain Expenses. The Company agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this 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 the Agents and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriate, (b) to pay or reimburse each Bank and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including but not limited to the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Bank and of counsel to the Agents, (c) to pay, indemnify, and hold each Bank and the Agents 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 taxes, 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 or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Bank and each Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "Indemnified Liabilities"), provided, that the 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 from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 12.6 shall be payable not later than 10 days after written demand therefor. Statements payable by the Company pursuant to this Section 12.6 shall be sent to the Company at the address of the Company set forth in Section 12.1, or to such other Person or address as may be hereafter designated by the Company in a written notice to the Administrative Agent. The agreements in this Section 12.6 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Certain Expenses. The Company Bank covenants and agrees (a) to with each Agent that the Bank will pay or reimburse cause to be paid the Agents for all their reasonable out-of-pocket costs following: (i) the fees, disbursements and expenses incurred of the Bank’s counsel and accountants in connection with the developmentregistration of the Notes under the Act and all other expenses in connection with the preparation, preparation printing and execution offiling of the Registration Statement, the Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and any amendment, supplement or modification to, this Agreement all other amendments and supplements thereto and the other Loan Documents mailing and any other documents prepared in connection herewith or therewith, and the consummation and administration delivering of the transactions contemplated hereby and thereby, including copies thereof to such Agent; (ii) the reasonable fees and disbursements of the Agents’ counsel to for the Agents and filing and recording fees and expensesestablishment of the Series; (iii) the cost of printing or producing this Agreement, with statements with respect to the foregoing to be submitted to the Company prior to the Effective Date any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (in the case of amounts to be paid on the Effective Dateincluding any compilations thereof) and from time to time thereafter on a quarterly basis or such any other periodic basis as the Agents shall deem appropriate, (b) to pay or reimburse each Bank and each Agent for all its costs and expenses incurred documents in connection with the enforcement or preservation offering, purchase, sale and delivery of any rights the Notes; (iv) all expenses in connection with the qualification of the Notes for offering and sale under this Agreement, the other Loan Documents and any such other documentsstate securities laws as provided in Section 5(b) hereof, including but not limited to the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with any blue sky memorandum; (including v) any fees charged by securities rating services for rating the allocated Notes; (vi) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Notes; (vii) the cost of preparing the Notes; (vii) the fees and expenses of in-house counsel) to each Bank the Trustee and any agent of counsel to the Agents, (c) to pay, indemnify, Trustee and hold each any transfer or paying agent of the Bank and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, disbursements of counsel for the Trustee or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable such agent in connection with the execution Indenture and delivery ofthe Notes; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, or consummation or administration however, that, except as provided in this Section, and Section 8 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the transactions contemplated byNotes by them, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Bank and each Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against advertising expenses connected with any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "Indemnified Liabilities"), provided, that the 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 from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 12.6 shall be payable not later than 10 days after written demand therefor. Statements payable by the Company pursuant to this Section 12.6 shall be sent to the Company at the address of the Company set forth in Section 12.1, or to such other Person or address as offers they may be hereafter designated by the Company in a written notice to the Administrative Agent. The agreements in this Section 12.6 shall survive repayment of the Loans and all other amounts payable hereundermake.

Payment of Certain Expenses. The Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees (a) to pay shall pay, or reimburse if paid by the Agents for Agents, the Forward Sellers and the Forward Purchasers, all their reasonable out-of-pocket costs and expenses incurred incident to the performance of the obligations of the Company under this Agreement, including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, (iii) the printing of this Agreement, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the developmentoffering and sale of the Shares by the Agents, preparation and execution ofthe Forward Sellers or the Forward Purchasers, and (v) the listing of the Shares (including the maximum number of shares of Common Stock deliverable upon settlement of all Forward Transactions) on the Exchange, (vi) any amendmentfilings required to be made by the Agents, supplement the Forward Sellers or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithForward Purchasers with FINRA, and the consummation fees, disbursements and administration other charges of counsel for the Agents, the Forward Sellers and the Forward Purchasers in connection therewith, (vii) the registration or qualification of the transactions contemplated hereby Shares for offer and therebysale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection ‎(i) of this Section ‎3, including the reasonable fees fees, disbursements and disbursements of counsel to the Agents and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriate, (b) to pay or reimburse each Bank and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including but not limited to the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Bank and charges of counsel to the Agents, (c) to pay, indemnify, and hold each Bank the Forward Sellers and the Agents harmless fromForward Purchasers in connection therewith, any and, if requested by the Agents, the Forward Sellers and all recording the Forward Purchasers, the preparation and filing fees printing of preliminary, supplemental and final Blue Sky or Legal Investment memoranda, (viii) counsel to the Company, (ix) The Depository Trust Company and any other depositary, transfer agent or registrar for the Shares, (x) the Company Accountants and (xi) all liabilities with respect tofees, or resulting from any delay in paying, stamp, excise costs and other taxes, if any, that may be payable or determined to be payable expenses for consultants used by the Company in connection with the execution and delivery ofoffering. It is understood, or consummation or administration of any of the transactions contemplated byhowever, or any amendmentthat, supplement or modification of, or any waiver or consent under or except as provided in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Bank and each Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this AgreementAgents, the other Loan Documents Forward Sellers and any such other documentsthe Forward Purchasers will pay all of their own costs and expenses, including any the fees of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "Indemnified Liabilities"), provided, that the 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 from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 12.6 shall be payable not later than 10 days after written demand therefor. Statements payable by the Company pursuant to this Section 12.6 shall be sent to the Company at the address of the Company set forth in Section 12.1, or to such other Person or address as may be hereafter designated by the Company in a written notice to the Administrative Agent. The agreements in this Section 12.6 shall survive repayment of the Loans and all other amounts payable hereundertheir counsel.

Payment of Certain Expenses. The Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees (a) to pay shall pay, or reimburse if paid by the Agents for Agents, all their reasonable out-of-pocket costs and expenses incurred incident to the performance of the obligations of the Company under this Agreement, including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, (iii) the printing of this Agreement, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the developmentoffering and sale of the Shares by the Agents, preparation and execution of(v) the listing of the Shares on the Exchange, and (vi) any amendment, supplement or modification to, this Agreement and filings required to be made by the other Loan Documents and any other documents prepared in connection herewith or therewithAgents with FINRA, and the consummation fees, disbursements and administration other charges of counsel for the Agents in connection therewith, (vii) the registration or qualification of the transactions contemplated hereby Shares for offer and therebysale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this Section 3, including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Agents in connection therewith, and, if requested by the Agents, the preparation and filing printing of preliminary, supplemental and recording fees and expensesfinal Blue Sky or Legal Investment memoranda, with statements with respect (viii) counsel to the foregoing to be submitted to Company, (ix) The Depository Trust Company and any other depositary, transfer agent or registrar for the Shares, (x) the Company prior to the Effective Date Accountants and (in the case of amounts to be paid on the Effective Datexi) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriateall fees, (b) to pay or reimburse each Bank and each Agent for all its costs and expenses incurred for consultants used by the Company in connection with the enforcement or preservation of any rights under offering. It is understood, however, that, except as provided in this Agreement, the other Loan Documents Agents will pay all of their own costs and any such other documentsexpenses, including but not limited to the fees and disbursements of counsel (including the allocated fees and expenses of in-house their counsel) to each Bank and of counsel to the Agents, (c) to pay, indemnify, and hold each Bank and the Agents 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 taxes, 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 or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Bank and each Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "Indemnified Liabilities"), provided, that the 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 from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 12.6 shall be payable not later than 10 days after written demand therefor. Statements payable by the Company pursuant to this Section 12.6 shall be sent to the Company at the address of the Company set forth in Section 12.1, or to such other Person or address as may be hereafter designated by the Company in a written notice to the Administrative Agent. The agreements in this Section 12.6 shall survive repayment of the Loans and all other amounts payable hereunder.