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

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor that is not a party to the Credit Agreement, jointly with each other such Guarantor 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 as if each reference in such Section to “the Borrowers” were a reference to “the Guarantors” and with the same force and effect as if such Guarantor were a party to the Credit Agreement. (b) Each Guarantor that is not a party to the Credit Agreement, jointly with each other such Guarantor and severally, agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each reference in such Section to “the Borrowers” were a reference to “the Guarantors” and with the same force and effect as if such Guarantor were a party to the Credit Agreement. (c) All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Guarantor shall assert, or permit any of its Affiliates or Related Parties to assert, and each Guarantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor that is not a party to the Credit AgreementGuarantor, jointly with each other such Guarantor and severally, agrees to reimburse the Administrative Agent for its fees and reasonable out-of-pocket expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if each reference in such Section to “the BorrowersBorrower” were a reference to “the Guarantors” ”, mutatis mutandis, and with the same force and effect as if such Guarantor were a party to the Credit Agreement. (b) Each Guarantor that is not a party to the Credit AgreementGuarantor, jointly with each other such Guarantor and severally, agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each reference in such Section to “the BorrowersBorrower” were a reference to “the Guarantors” ”, mutatis mutandis, and with the same force and effect as if such Guarantor were a party to the Credit Agreement. (c) All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, (i) no Guarantor shall assert, or permit any of its Affiliates or Related Parties to assert, and each Guarantor hereby waives, any claim against any Indemnitee (i) Indemnitee, on any theory of liability, for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent that such damages are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or from a material breach of the Credit Agreement by such Indemnitee, and (ii) no party hereto shall assert, and each party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this sentence shall relieve the Guarantors of any obligation they may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (d) Any amounts payable as provided in paragraph (a) or (b) of this Section shall be additional Obligations guaranteed hereby and secured by the Security Documents. All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (e) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES CREATED HEREBY, EACH SECURED PARTY SHALL BE DEEMED TO HAVE ACKNOWLEDGED THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREED TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor that is not a party to the Credit Agreement, jointly with each other such Guarantor 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 as if each reference in such Section to “the Borrowers” were a reference to “the Guarantors” and with the same force and effect as if such Guarantor were a party to the Credit Agreement. (b) Each Guarantor that is not a party to the Credit Agreement, jointly with each other such Guarantor and severally, severally agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b10.05(a) of the Credit Agreement as if each reference in such Section to “the Borrowers” were a reference to “the Guarantors” and with the same force and effect as if such Guarantor were a party to the Term Credit Agreement. (c) All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, (i) no Guarantor shall assert, or permit any of its Affiliates or Related Parties to assert, and each Guarantor hereby waives, any claim against any Indemnitee (i) Indemnitee, on any theory of liability, for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent that such damages are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or from a material breach of the Term Credit Agreement by such Indemnitee, and (ii) no party hereto shall assert, and each party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this sentence shall relieve the Guarantors of any obligation they may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (b) All amounts due under paragraph (a) of this Section shall be payable within 10 Business Days after demand therefor.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor that is not a party to the Credit Agreement, jointly with each other such Guarantor 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 as if each reference in such Section to “the Borrowers” were a reference to “the Guarantors” and with the same force and effect as if such Guarantor were a party to the Credit Agreement. (b) Each Guarantor that is not a party to the Credit Agreement, jointly with each other such Guarantor and severally, severally agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b10.05(a) of the Credit Agreement as if each reference in such Section to “the Borrowers” were a reference to “the Guarantors” and with the same force and effect as if such Guarantor were a party to the Term Credit Agreement. (c) All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, (i) no Guarantor shall assert, or permit any of its Affiliates or Related Parties to assert, and each Guarantor hereby waives, any claim against any Indemnitee (i) Indemnitee, on any theory of liability, for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent that such damages are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or from a material breach of the Term Credit Agreement by such Indemnitee, and (ii) no party hereto shall assert, and each party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this sentence shall relieve the Guarantors of any obligation they may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (c) All amounts due under paragraph (a) of this Section shall be payable within 10 Business Days after demand therefor.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor that is not a party to the Credit AgreementGuarantor, jointly with each other such Guarantor and severally, agrees to reimburse the Administrative Agent for its fees and reasonable out-of-pocket expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if each reference in such Section to “the BorrowersBorrower” were a reference to “the Guarantors” ”, mutatis mutandis, and with the same force and effect as if such Guarantor were a party to the Credit Agreement. (b) Each Guarantor that is not a party to the Credit AgreementGuarantor, jointly with each other such Guarantor and severally, agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each reference in such Section to “the BorrowersBorrower” were a reference to “the Guarantors” ”, mutatis mutandis, and with the same force and effect as if such Guarantor were a party to the Credit Agreement. (c) All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, (i) no Guarantor shall assert, or permit any of its Affiliates or Related Parties to assert, and each Guarantor hereby waives, any claim against any Indemnitee (i) Indemnitee, on any theory of liability, for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent that such damages are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or from a material breach of the Credit Agreement by such Indemnitee, and (ii) no party hereto shall assert, and each party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this sentence shall relieve the Guarantors of any obligation they may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (d) All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor that is not a party to the Credit Agreement, The Guarantors and Grantors jointly with each other such Guarantor and severally, agrees severally agree to reimburse the Administrative Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if Agreement; provided that each reference in such Section therein to “the BorrowersCompany” were shall be deemed to be a reference to “the Guarantors” Guarantors and with the same force and effect as if such Guarantor were a party to the Credit AgreementGrantors”. (b) Each Guarantor The Guarantors and Grantors that is are not a party to the Credit Agreement, jointly with each other such Guarantor and severally, agrees severally agree to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each reference in such Section to “the BorrowersCompany” were a reference to “the GuarantorsGuarantors and Grantors” and with the same force and effect as if such Guarantor Guarantors and Grantors were a party parties to the Credit Agreement. (c) Any amounts payable as provided in paragraph (a) or (b) of this Section shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Guarantor Grantor shall assert, or permit any of its Affiliates or Related Parties subsidiaries to assert, and each Guarantor Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor that is not a party to the Credit Agreement, jointly with each other such Guarantor and severally, agrees The Loan Parties hereto agree to reimburse the Administrative Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a10.04(a) of the Credit Agreement as if each the first reference in such Section to “the Borrowers” Borrower therein were a reference to “the Guarantors” and with the same force and effect as if such Guarantor were a party to the Credit AgreementLoan Parties. (b) Each Guarantor that is not a party to Without limitation of its indemnification obligations under the Credit Agreementother Loan Documents, the Guarantors jointly with each other such Guarantor and severally, agrees severally agree to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b10.04(b) of the Credit Agreement as if each the first reference in such Section to “the Borrowers” Borrower therein were a reference to “the Guarantors” and with the same force and effect as if such Guarantor were a party to the Credit Agreement. (c) The Guarantors jointly and severally agree not to assert, and each of the Guarantors hereby waives and acknowledges that no other Person shall have, any claim against any Lender Related Person as provided in Section 10.04(d) of the Credit Agreement as if references to the Borrower therein were references to the Guarantors. (d) Any amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby. 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 or thereby, 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 or any investigation made by or on behalf of the Administrative Agent or any other Guaranteed Party. All amounts due under paragraph this Section 4.03 shall be payable not later than twenty Business Days after written demand therefor (accompanied by back up documentation). Notwithstanding any of the foregoing in clauses (a) or and (b) of this Section 4.03, each Indemnitee (and its Related Parties) shall be payable obligated to refund or return promptly after written demand therefor. (d) To any and all amounts paid under this Section 4.03 to such Indemnitee to the extent permitted by applicable law, no Guarantor shall assert, or permit any of its Affiliates or Related Parties to assert, and each Guarantor hereby waives, any claim against any such Indemnitee (ior its Related Parties) for any damages arising from is not entitled to payment of such amount in accordance with the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereofterms hereof.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Subsidiary Guarantor that is not a party to the Credit Agreement, jointly with each other such Guarantor 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 as if each the first reference in such Section to “the BorrowersCompany and the Dutch Borrower” were a reference to “the Guarantors” such Subsidiary Guarantor and with the same force and effect as if such Subsidiary Guarantor were a party to the Credit Agreement. (b) Each Subsidiary Guarantor that is not a party to the Credit Agreement, jointly with each other such Guarantor and severally, agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each the first reference in such Section to “the BorrowersCompany and the Dutch Borrower” were a reference to “the Guarantors” such Subsidiary Guarantor and with the same force and effect as if such Subsidiary Guarantor were a party to the Credit Agreement. (c) Any amounts payable as provided in paragraph (a) or (b) of this Section shall be additional Secured Obligations guaranteed hereby and secured by the Security Documents. All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Guarantor shall assert, or permit any of its Affiliates or Related Parties to assert, and each Guarantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), ) or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES CREATED HEREBY, EACH SECURED PARTY SHALL BE DEEMED TO HAVE ACKNOWLEDGED THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREED TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor Subsidiary Grantor that is not a party to the Credit Agreement, jointly with each other such Guarantor Grantor 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 as if each the first reference in such Section to the “the BorrowersCompany and the Dutch Borrower” were a reference to “the Guarantors” such Subsidiary Grantor and with the same force and effect as if such Guarantor Subsidiary Grantor were a party to the Credit Agreement. (b) Each Guarantor Subsidiary Grantor that is not a party to the Credit Agreement, jointly with each other such Guarantor Grantor and severally, agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each the first reference in such Section to the “the BorrowersCompany and the Dutch Borrower” were a reference to “the Guarantorssuch Subsidiary Grantor” and with the same force and effect as if such Guarantor Grantor were a party to the Credit Agreement. (c) Any amounts payable as provided in paragraph (a) or (b) of this Section shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Guarantor Grantor shall assert, or permit any of its Affiliates or Related Parties to assert, and each Guarantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), ) or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE SECURITY INTERESTS CREATED HEREBY, EACH SECURED PARTY SHALL BE DEEMED TO HAVE ACKNOWLEDGED THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREED TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN.

Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor that is not a party to the Credit Agreement, The Guarantors and Grantors jointly with each other such Guarantor and severally, agrees severally agree to reimburse the Administrative Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if Agreement; provided that each reference in such Section therein to “Holdings and the BorrowersBorrower” were shall be deemed to be a reference to “the Guarantors” Guarantors and with the same force and effect as if such Guarantor were a party to the Credit AgreementGrantors”. (b) Each Guarantor The Guarantors and Grantors that is are not a party to the Credit Agreement, jointly with each other such Guarantor and severally, agrees severally agree to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each reference in such Section to “Holdings and the BorrowersBorrower” were a reference to “the GuarantorsGuarantors and Grantors” and with the same force and effect as if such Guarantor Guarantors and Grantors were a party parties to the Credit Agreement. (c) Any amounts payable as provided in paragraph (a) or (b) of this Section shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Guarantor Grantor shall assert, or permit any of its Affiliates or Related Parties subsidiaries to assert, and each Guarantor Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or breach in bad faith of its agreements under the Loan Documents of such Indemnitee, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.