Common use of Administrative Agent’s Fees and Expenses; Indemnification Clause in Contracts

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Administrative Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor.” (b) The provisions of this Section 5.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by the other Loan Documents, the repayment of any of the Secured Obligations or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document. All amounts due under this Section 5.03 shall be payable not later than 10 days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations.

Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative Agent shall be entitled to the expense reimbursement and indemnification provisions as provided in Section 9.05 of the Credit Agreement. (b) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent for its fees and expenses incurred hereunder as provided in the Lenders to the same extent that the Borrower would be required to do so pursuant to Section 9.03(a) 9.05 of the Credit Agreement; provided that . (c) Each Grantor, jointly and severally, agrees to indemnify each reference therein Indemnitee to the “Borrower” shall same extent that the Borrower would be deemed required to be a reference do so pursuant to “each GrantorSection 9.05 of the Credit Agreement.” (bd) The provisions of this Section 5.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by the other Loan Documents, the repayment of any of the Secured Obligations or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document. All amounts due under this Section 5.03 shall be payable not later than 10 days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured ObligationsParty. All amounts due under this Section 7.06 shall be payable on written demand therefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of the Credit Agreement.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, The Guarantors and the Grantors jointly with the other Grantors and severally, agrees severally agree to reimburse the Administrative Agent for its reasonable fees and expenses incurred hereunder as provided in Section 9.03(a) 9.03 of the Credit Agreement; provided that each reference therein to the “BorrowerCompany” shall be deemed to be a reference to the “each GrantorGuarantors and Grantors.” (b) The Guarantors and Grantors jointly and severally agree to indemnify and hold harmless each Indemnitee as provided in Section 9.03 of the Credit Agreement; provided that each reference therein to the “Company” shall be deemed to be a reference to the “Guarantors and Grantors.” (c) Any amounts payable under this Section 8.03 shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.03 shall survive and remain in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or by the other Loan Documentsthereby, the repayment of any of the Secured Obligations Obligations, the invalidity or the termination unenforceability of any term or provision of this Agreement or any other Loan Document or any provision hereof investigation made by or thereof. Notwithstanding on behalf of the foregoing Administrative Agent or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document. Secured Party. (d) All amounts due under this Section 5.03 8.03 shall be payable not later than 10 days promptly after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligationstherefore.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse The parties hereto agree that the Administrative Agent for shall be entitled to reimbursement of any and all of its fees reasonable and documented out-of-pocket expenses incurred hereunder as provided in Section 9.03(a) of connection with the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor.” (b) The provisions of this Section 5.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by the other Loan Documents, the repayment enforcement of any of the Secured Obligations rights or the termination of remedies under this Agreement or any other Loan Document or any provision hereof or thereof. Notwithstanding Document. (b) The parties hereto agree that the foregoing or anything else to Administrative Agent and the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation other Indemnitees (as defined in Section 9.03 of the Guarantee Credit Agreement) shall be a entitled to indemnification as provided in Section 9.03 of the Credit Agreement as if such section were set out in full herein and references to the “Borrower” therein were references to each Grantor, and each Grantor hereby waives all liabilities against the Administrative Agent and each Secured Obligation hereunder or under any Party as if Indemnitees and the other Loan Document. All amounts due under this Section 5.03 shall be payable not later than 10 days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder Secured Parties to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this set forth in Section 5.03. 9.03 of the Credit Agreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured ObligationsParty. All amounts due under this Section 6.03 shall be payable within ten Business Days of written demand therefor.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse The parties hereto agree that the Administrative Agent for shall be entitled to reimbursement of its fees and expenses incurred hereunder as provided in to the extent required by Section 9.03(a) 10.04 of the Credit Agreement; provided that each reference Agreement as if such section were set out in full herein and references to “the Borrowers” therein to the “Borrower” shall be deemed to be a reference were references to “each GrantorGuarantor.” (b) The provisions Without limitation of this Section 5.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by its indemnification obligations under the other Loan Documents, each Guarantor agrees to indemnify the repayment of any of Administrative Agent and the Secured Obligations or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation Indemnitees (as defined in Section 10.05 of the Guarantee Credit Agreement) shall be a Secured Obligation hereunder or under any other Loan Document. All amounts due under this Section 5.03 shall be payable not later than 10 days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that required by Section 10.05 of the Credit Agreement as if such Indemnitee was not entitled section were set out in full herein and references to indemnification with respect “the Borrowers” therein were references to such payment pursuant to this Section 5.03. “each Guarantor.” (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured ObligationsParty. All amounts due under this Section 4.03 shall be payable within ten (10) Business Days of written demand therefor.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Administrative Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor”.” (b) Each Grantor, jointly with the other Grantors and severally, agrees to indemnify the Administrative Agent and the other Indemnitees as provided in Section 9.03(b) of the Credit Agreement mutatis mutandis; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor”. (c) The provisions of this Section 5.03 shall survive remain operative and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by the other Loan Documents, the repayment of any of the Secured Obligations or the termination of this Agreement or any other Loan Document Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision hereof of this Agreement or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document, or any investigation made by or on behalf of any Secured Party. All amounts due under this Section 5.03 shall be payable not later than within 10 days Business Days after written demand thereforreceipt by the Borrower of a certificate of the relevant Indemnitee setting forth in reasonable detail any amount or amounts that such Person is entitled to receive pursuant to this Section 5.03; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, jointly with the other Grantors and severally, The Guarantor agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket fees and expenses incurred hereunder as provided in, and subject to the limitations set forth in, Section 9.03 of the Credit Agreement. (b) The Guarantor agrees to indemnify the Administrative Agent and the other Indemnitees as provided in, and subject to the limitations set forth in, Section 9.03 of the Credit Agreement. (c) To the fullest extent permitted by applicable law, the Guarantor shall not assert, and the Guarantor hereby waives, any claim against any Indemnitee as provided in Section 9.03(a9.03(d) of the Credit Agreement; provided that that, in each of clauses (a), (b) and (c) above, each reference therein to “the “Borrower” shall be deemed to be a reference to “each Grantorthe Guarantor”.” (bd) The provisions of this Section 5.03 shall survive remain operative and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by the other Loan Documents, the repayment of any of the Secured Obligations or the termination of this Agreement or any other Loan Document Document, Secured Swap Obligation or Secured Cash Management Obligation, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision hereof of this Agreement or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document, Secured Swap Obligation or Secured Cash Management Obligation, or any investigation made by or on behalf of any Secured Party. All amounts due under this Section 5.03 shall be payable not later than 10 days thirty (30) Business Days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, The Guarantors jointly with the other Grantors and severally, agrees severally agree to reimburse the Administrative Agent and the Collateral Agent for its their fees and expenses incurred hereunder as provided in Section 9.03(a) 10.01 of the Credit Agreement; provided that each reference therein to the “Borrower” or the “Borrowers” (and any other comparable term) shall be deemed to be a reference to the “each GrantorGuarantors”.” (b) The Guarantors jointly and severally agree to indemnify the Administrative Agent, the Collateral Agent and the other Indemnified Parties as provided in Section 10.01 of the Credit Agreement; provided that each reference therein to the “Borrower” or “Borrowers” (and any other comparable term) shall be deemed to be a reference to the “Guarantors”. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured by the Collateral Agreements. The provisions of this Section 5.03 4.03 shall survive and remain in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or by the other Loan Documentsthereby, the repayment of any of the Secured Obligations Obligations, the invalidity or the termination unenforceability of any term or provision of this Agreement or any other Loan Document or any provision hereof investigation made by or thereof. Notwithstanding on behalf of the foregoing Administrative Agent or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document. Secured Party. (d) All amounts due under this Section 5.03 4.03 shall be payable not later than 10 days promptly after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligationstherefore.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse The parties hereto agree that the Administrative Agent for shall be entitled to reimbursement of its fees and reasonable out-of-pocket expenses incurred hereunder as provided in Section 9.03(a) 10.04 of the Credit Agreement and the Administrative Agent and its Agent-Related Persons shall be entitled to indemnity for its actions in connection herewith as provided in Section 10.05 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor.” (b) The provisions of this Section 5.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by the other Loan Documents, the repayment of any of the Secured Obligations or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document. All amounts due under this Section 5.03 shall be payable not later than 10 days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, any investigation made by or on behalf of the Administrative Agent or any other Secured Party, or any resignation by, or removal of, the Administrative Agent. All amounts due under this Section 6.03 shall be payable within 30 days of written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 6.03.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each GrantorGuarantor, jointly with the other Grantors Guarantors and severally, agrees to reimburse the Administrative Agent for its fees and expenses incurred hereunder as to the extent provided in Section 9.03(a) 10.04 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each GrantorGuarantor.” (b) The provisions of this Section 5.03 shall survive Each Guarantor jointly and remain in full force severally agrees to indemnify the Administrative Agent, the Collateral Agent and effect regardless of the consummation of the transactions contemplated hereby or by the other Loan Documents, the repayment of any of the Secured Obligations or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. Notwithstanding the foregoing or anything else Indemnitees to the contrary extent set forth in this Agreement, no Terminated Letter Section 10.05 of the Credit Obligation (as defined in agreement; provided that each reference therein to the Guarantee Agreement) “Borrower” shall be deemed to be a Secured Obligation hereunder or under any other Loan Document. All amounts due under this Section 5.03 shall be payable not later than 10 days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder reference to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. “each Guarantor.” (c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, any resignation of the Administrative Agent or the Collateral Agent or any document governing any of the Obligations arising under any Secured Hedge Agreements or any Secured Cash Management Agreement, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within thirty (30) Business Days after written demand therefor.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse The parties hereto agree that the Administrative Agent for shall be entitled to reimbursement of any and all of its fees and reasonable out-of-pocket expenses incurred hereunder in connection with the enforcement of any rights or remedies under this Agreement or any other Loan Document. (b) The parties hereto agree that the Administrative Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) shall be entitled to indemnification as provided in Section 9.03(a) 9.03 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” and any “Loan Party” therein were references to each Grantor, and each Grantor hereby waives all liabilities against the Administrative Agent and each Secured Party as if Indemnitees and the other Secured Parties to the extent set forth in Section 9.03 of the Credit Agreement; . (c) Any such amounts payable as provided that each reference therein to the “Borrower” hereunder shall be deemed to be a reference to “each Grantor.” (b) additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall survive remain operative and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by the other Loan Documents, the repayment of any of the Secured Obligations or the termination of this Agreement or any other Loan Document Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision hereof of this Agreement or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable not later than 10 days after within ten Business Days of written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each GrantorGuarantor, jointly with the other Grantors Guarantors and severally, agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket fees and expenses incurred hereunder as to the extent provided in Section 9.03(a) 10.04 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each GrantorGuarantor”.” (b) The provisions of this Section 5.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by Each Guarantor, jointly with the other Loan DocumentsGuarantors and severally, agrees to indemnify and hold harmless the repayment of Administrative Agent and each other Indemnitee from and against any of the Secured Obligations or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreementand all liabilities, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document. All amounts due under this Section 5.03 shall be payable not later than 10 days after written demand therefor; providedobligations, howeverlosses, any Indemnitee shall promptly refund an indemnification payment received hereunder damages, penalties, claims, demands, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses and disbursements to the extent provided in Section 10.05 of the Credit Agreement; provided that there is each reference therein to the “Borrower” shall be deemed to be a final judicial determination that such Indemnitee was not entitled reference to indemnification with respect to such payment pursuant to this Section 5.03. “each Guarantor”. (c) Any such amounts payable as provided hereunder shall be additional applicable Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 4.03 shall survive the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Guaranteed Obligations (including any termination or release pursuant to Section 4.12 hereof), the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, any resignation of the Administrative Agent or the Collateral Agent or the termination of any document governing any of the Guaranteed Obligations arising under any Secured ObligationsHedge Agreement or any Treasury Services Agreement. All amounts due under this Section 4.03 shall be paid within 30 days following receipt by any applicable Guarantor of written demand thereof (together with backup documentation supporting such reimbursement request).

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, jointly with Grantor that is not a party to the other Grantors and severally, agrees to reimburse Credit Agreement hereby acknowledges the Administrative Agent for its fees and expenses incurred hereunder as provided in provisions of Section 9.03(a) 9.03 of the Credit Agreement; provided that each reference therein Agreement and agrees to be bound by such provisions with the same force and effect, and to the “Borrower” shall be deemed same extent, as if such Grantor were a party to be a reference the Credit Agreement and as if the references in such Section to “each the Borrower were references to such Grantor.” (b) The provisions of this Section 5.03 7.03 shall survive remain operative and remain in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or by the other Loan Documentsthereby, the repayment of any of the Secured Obligations Obligations, the invalidity or the termination unenforceability of any term or provision of this Agreement or any other Loan Document or any provision hereof investigation made by or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no Terminated Letter on behalf of Credit Obligation (as defined in the Guarantee Agreement) shall be a any Secured Obligation hereunder or under any other Loan DocumentParty. All amounts due under this Section 5.03 shall be payable not later than 10 days Business Days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.037.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Grantor, jointly with the other Grantors and severally, agrees to (i) reimburse the Administrative Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement and (ii) indemnify the Administrative Agent against all losses, claims, damages, liabilities, costs and expenses as provided in Section 9.03(b) of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor.” (b) The provisions of this Section 5.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by the other Loan Documents, the repayment of any of the Secured Obligations or the termination of this Agreement or any other Loan Document or any provision hereof or thereof, the consummation of the transactions contemplated hereby or thereby, the repayment of the Loans, the expiration or termination of the letters of Credit and the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Loan Party. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document. All amounts due under this Section 5.03 shall be payable not later than 10 days Business Days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each GrantorGuarantor, jointly with the other Grantors Guarantors and severally, agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket fees and expenses incurred hereunder as to the extent provided in Section 9.03(a) 10.04 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each GrantorGuarantor”.” (b) The provisions of this Section 5.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or by Each Guarantor, jointly with the other Loan DocumentsGuarantors and severally, agrees to indemnify and hold harmless the repayment of Administrative Agent and each other Indemnitee from and against any of the Secured Obligations or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreementand all liabilities, no Terminated Letter of Credit Obligation (as defined in the Guarantee Agreement) shall be a Secured Obligation hereunder or under any other Loan Document. All amounts due under this Section 5.03 shall be payable not later than 10 days after written demand therefor; providedobligations, howeverlosses, any Indemnitee shall promptly refund an indemnification payment received hereunder damages, penalties, claims, demands, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses and disbursements to the extent provided in Section 10.05 of the Credit Agreement; provided that there is each reference therein to the “Borrower” shall be deemed to be a final judicial determination that such Indemnitee was not entitled reference to indemnification with respect to such payment pursuant to this Section 5.03. “each Guarantor”. (c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 4.03 shall survive the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Guaranteed Obligations (including any termination or release pursuant to Section 4.12 hereof), the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, any resignation of the Administrative Agent or the Collateral Agent or the termination of any document governing any of the Guaranteed Obligations arising under any Secured ObligationsHedge Agreement or any Treasury Services Agreement. All amounts due under this Section 4.03 shall be paid within 30 days following receipt by either Guarantor of written demand thereof (together with backup documentation supporting such reimbursement request).