Common use of Collateral Agent’s Expenses; Indemnification Clause in Contracts

Collateral Agent’s Expenses; Indemnification. (a) Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of their indemnification obligations under the other Loan Documents, the Grantors jointly and severally agree to indemnify the Collateral Agent and the other Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided -------- that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are 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. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this

Collateral Agent’s Expenses; Indemnification. (a) Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of their its indemnification obligations under the other Loan Documents, the Grantors each Grantor jointly and severally agree agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided -------- that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are 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. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of thisthis Section 8.06 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 Loans, 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 Collateral Agent or any Lender. All amounts due under this Section 8.06 shall be payable on written demand therefor.

Collateral Agent’s Expenses; Indemnification. (a) Each each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of their its indemnification obligations under the other Loan Documents, the Grantors each Grantor jointly and severally agree agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided -------- that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are 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. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of thisthis Section 8.06 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 Loans, 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 Collateral Agent or any Lender. All amounts due under this Section 8.06 shall be payable on written demand therefor.

Collateral Agent’s Expenses; Indemnification. (a) Each The -------------------------------------------- Grantor jointly and severally agrees to will pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable feesfees and expenses of one counsel for it and the holders of the Notes (plus any necessary local counsel), disbursements and other charges of its counsel and of any experts or agentsagents and of any financial institution with which any Cash Collateral Account is maintained, which the Collateral Agent may incur in connection with (i) the administration of this Agreementthe Mortgage Documents, (ii) the custody - -- custody, preservation or preservation investment of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or --- protection of any of the rights of the Collateral Agent hereunder or under any Mortgage or (iv) the failure of any the Grantor to perform or observe any of the -- provisions hereof, other than any such expenses to the extent arising out of the gross negligence or willful misconduct of the Collateral Agent. (b) Without limitation of their indemnification obligations under the other Loan Documents, the Grantors jointly and severally agree to The Grantor will indemnify the Collateral Agent and the other Indemnitees against, and hold each of them it harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements counsel fees and other charges of counselexpenses, incurred by or asserted against any of them it arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement any Mortgage Document, or any exercise of remedies thereunder, or any claim, litigation, investigation or proceeding relating hereto or to the CollateralCollateral or any Mortgage or Mortgaged Property, whether or not any Indemnitee is a party thereto; provided -------- that such indemnity shall not, as to any Indemniteeother than, be available and only to the extent that such lossesextent, claims, damages, liabilities or related expenses are determined caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemniteethe Collateral Agent. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security DocumentsObligations. The provisions of thisthis Section shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the invalidity or unenforceability of any term or provision of this Agreement, any Note, the Guaranty Agreement or any Mortgage, or any investigation made by or on behalf of the Collateral Agent. All amounts due under this Section shall be payable on written demand therefor.

Collateral Agent’s Expenses; Indemnification. (a) Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of their its indemnification obligations under the other Loan Documents, the Grantors each Grantor jointly and severally agree agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided -------- that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are 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. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of thisthis 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 Loans, 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 Collateral Agent or any Lender. All amounts due under this Section 7.06 shall be payable on written demand therefor.

Collateral Agent’s Expenses; Indemnification. (a) Each Grantor of the Grantors jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements fees and other charges expenses of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this AgreementAgreement (including the customary fees of the Collateral Agent for any audits conducted by it with respect to the Accounts Receivable or Inventory ), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor the Grantors to perform or observe any of the provisions hereof. (b) Without limitation of their indemnification obligations under the other Loan Documents, each of the Grantors jointly and severally agree agrees to indemnify the Collateral Agent and the other Indemnitees Secured Parties against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements counsel fees and other charges of counselexpenses, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee Secured Party is a party thereto; provided -------- that such indemnity shall not, as to any IndemniteeSecured Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such IndemniteeSecured Party. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of thisthis Section shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, 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 Collateral Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Collateral Agent’s Expenses; Indemnification. (a) Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, Collateral (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the iv)the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of their its indemnification obligations under the other Loan Documents, the Grantors each Grantor jointly and severally agree agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claimclaims, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party part thereto; provided -------- that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are 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. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of thisthis Section 7.6 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 Loans, 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 Collateral Agent or any Lender. All amounts due under this Section 7.6 shall be payable on written demand therefor.

Collateral Agent’s Expenses; Indemnification. (a) Each The -------------------------------------------- Grantor jointly and severally agrees to will pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable feesfees and expenses of one counsel on a solicitor and his own client basis for it and the holders of the Notes (plus any necessary local counsel), disbursements and other charges of its counsel and of any experts or agentsagents and of any financial institution with which any Cash Collateral Account is maintained, which the Collateral Agent may incur in connection with (i) the administration of this Agreementthe Mortgage Documents, (ii) the custody custody, preservation or preservation investment of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder (hereunder, under any Mortgage or otherwise) or (iv) the failure of any the Grantor to perform or observe any of the provisions hereof, other than any such expenses to the extent arising out of the gross negligence or willful misconduct of the Collateral Agent. If the Grantor fails to perform or observe any of the provisions hereof, then the Collateral Agent shall be entitled, but shall have no obligation, to perform or observe or otherwise cause the performance or observance of any of the provisions hereof. (b) Without limitation of their indemnification obligations under the other Loan Documents, the Grantors jointly and severally agree to The Grantor will indemnify the Collateral Agent and the other Indemnitees against, and hold each of them it harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements counsel fees and other charges of counselexpenses on a solicitor and his own client basis, incurred by or asserted against any of them it arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement any Mortgage Document, or any exercise of remedies thereunder, or any claim, litigation, investigation or proceeding relating hereto or to the CollateralCollateral or any Mortgage or Mortgaged Property, whether or not any Indemnitee is a party thereto; provided -------- that such indemnity shall not, as to any Indemniteeother than, be available and only to the extent that such lossesextent, claims, damages, liabilities or related expenses are determined caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemniteethe Collateral Agent. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security DocumentsObligations. The provisions of thisthis Section shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the invalidity or unenforceability of any term or provision of this Agreement, any Note or any Mortgage, or any investigation made by or on behalf of the Collateral Agent. All amounts due under this Section shall be payable on written demand therefor.