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

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) 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, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 30 days of written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 of the Credit Agreement; provided that each reference therein to the “Borrower” or the “Parent Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) 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, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 30 days of written demand therefortherefor (together with backup documentation supporting such demand).

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as to the extent provided in Sections 10.04 and 10.05 Section 9.03 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) Without limitation of its indemnification obligations under the other Loan Documents, the Grantor agrees to indemnify the Collateral Agent, the Secured Party and the other Indemnitees against, and hold each Indemnitee harmless to the extent set forth in Section 9.03(b) of the Credit Agreement (as if Section 9.03(b) of the Credit Agreement included the Secured Party as an Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documentshereby. The provisions of this Section 6.03 4.06 shall remain operative and in full force and effect regardless of the termination of this Agreement Agreement, the Loan Proceeds Note 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 Agreement, the Loan Proceeds Note or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other the Secured Party. All amounts due under this Section 6.03 4.06 shall be payable within 30 days of on written demand therefortherefor and shall bear interest at the rate specified in Section 2.06 of the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections Section 10.04 of the Credit Agreement as if such section were set out in full herein mutatis mutandis. (b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement; provided that each reference therein to ) in accordance with Section 10.05 of the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”Credit Agreement (as if such section was set out in full herein mutatis mutandis). (bc) 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, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 30 ten (10) days of written demand therefor, setting forth such amounts in reasonable detail.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 Section 9.03 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) 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, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 30 days of written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as to the extent provided in Sections 10.04 and 10.05 Section 9.03 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) Without limitation of its indemnification obligations under the Loan Documents, the Grantor agrees to indemnify the Collateral Agent, the Secured Party and the other Indemnitees against, and hold each Indemnitee harmless to the extent set forth in Section 9.03(b) of the Credit Agreement (as if Section 9.03(b) of the Credit Agreement included the Secured Party as an Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documentshereby. The provisions of this Section 6.03 4.06 shall remain operative and in full force and effect regardless of the termination of this Agreement Agreement, the Loan Proceeds Note 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 Agreement, the Loan Proceeds Note or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other the Secured Party. All amounts due under this Section 6.03 4.06 shall be payable within 30 days of on written demand therefortherefor and shall bear interest at the rate specified in Section 2.06 of the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections Section 10.04 and 10.05 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference Agreement as if such section was set out in full herein and references to “the Borrowers” therein were references to each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) Any The parties hereto agree that the Collateral Agent shall be entitled to the indemnification as provided in Section 10.05 of the Credit Agreement as if such section was set out in full herein and references to “the Borrowers” therein were references to each Grantor. (c) In accordance with the terms of the second sentence of the definition of “Obligations” in the Credit Agreement, 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, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 30 days ten Business Days of written demand therefortherefor setting forth such expenses in reasonable detail.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as to the extent provided in Sections 10.04 and 10.05 Section 9.03 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Subsidiary Grantor agrees to indemnify, on a joint and several basis, the Collateral Agent and the other Indemnitees to the same extent that Level 3 and the Borrower have agreed to such parties as set forth in Section 9.03(b) of the Credit Agreement. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Security Documents. The provisions of this Section 6.03 5.06 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 Secured 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 Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 5.06 shall be payable within 30 days of on written demand therefortherefor and shall bear interest at the rate specified in Section 2.07 of the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder to the extent required by Section 10.04 of the Credit Agreement as if such section were set out in full herein and indemnity for references to “the Borrower” therein were references to each Grantor. Without limitation of its actions indemnification obligations under the other Loan Documents, each Grantor agrees, jointly and severally, to indemnify the Collateral Agent and the other Indemnitees (as defined in connection herewith as provided in Sections 10.04 and Section 10.05 of the Credit Agreement; provided that each reference therein ) to the extent required by Section 10.05 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” shall be deemed to be a reference therein were references to “each Grantor.” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) 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, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 30 days ten (10) Business Days of written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as to the extent provided in Sections 10.04 and 10.05 Section 9.03 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless to the extent set forth in Section 9.03(b) of the Credit Agreement. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Security Documents. The provisions of this Section 6.03 5.06 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 Secured 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 Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 5.06 shall be payable within 30 days of on written demand therefortherefor and shall bear interest at the rate specified in Section 2.06 of the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) 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, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 30 days 10 Business Days of written demand therefortherefor (together with backup documentation supporting such reimbursement request); provided, however, that solely in the case of indemnification payments made pursuant to this Section 6.03 as provided in Section 10.05 of the Credit Agreement, the respective Indemnitee that received such payment shall promptly refund such payment 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 Section 10.05 of the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 of the Credit Agreement; provided that each reference therein to the “BorrowerBorrowers” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) 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, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 30 days of written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto Grantors agree that to reimburse the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses for Collateral Agent Fees and Collateral Agent Expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 the Note Purchase Agreement and 10.05 of to indemnify the Credit Collateral Agent in accordance with the Note Purchase Agreement; provided that each reference therein to the “BorrowerIssuer” shall be deemed to be a reference to “each Grantor” and each reference therein to or the “Administrative AgentNote Parties” shall be deemed to be a reference to the “Collateral AgentGrantors”. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. [Reserved]. (c) [Reserved]. (d) The provisions of this Section 6.03 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Note Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Note Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 5.03 shall be payable within 30 days of not later than twenty (20) Business Days after written demand therefor.; provided, however, any indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto Without limiting or duplicating any of their obligations under the Indenture or the other Security Documents, the Grantors jointly and severally agree that to pay, in accordance with Section 17.11 of the Collateral Agent shall be entitled to reimbursement of its Indenture, all reasonable and documented out-of-pocket expenses incurred hereunder by the Collateral Agent and indemnity for its actions respective successors and assigns, including the reasonable compensation, disbursements and expenses of the Collateral Agent’s agents and counsel in connection herewith as provided in Sections 10.04 and 10.05 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 Credit Agreement; provided that each reference therein to Collateral, (iii) the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to exercise, enforcement or protection of any of the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”’s Rights and Remedies hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) 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 Security Documents and shall remain operative and in full force and effect regardless of survive 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, or any investigation made by or on behalf of the Collateral Agent or any other Secured PartyAgreement. All amounts due under this Section 6.03 8.06 shall be payable within 30 days in accordance with Section 17.11 of written demand thereforthe Indenture.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent (and any of its sub-agents) shall be entitled to reimbursement of its reasonable and documented out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 Section 13.01 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) Without duplication or limitation of its indemnification obligations under the other Secured Debt Agreements, each Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnified Persons as provided in Section 13.01 of the Credit Agreement. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Security 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 DocumentSecured Debt Agreement, 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 DocumentSecured Debt Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Secured PartyCreditor. All amounts due under this Section 6.03 shall be payable within 30 days of 15 Business Days after written demand therefortherefor (including documentation reasonably supporting such request).

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 7.07 of the Indenture and the Collateral Agent and its agents and other representatives shall be entitled to indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 Section 7.07 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”Indenture. (b) 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 Notes 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 Notes Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party, or any resignation by, or removal of, the Collateral Agent. All amounts due under this Section 6.03 shall be payable within 30 days of written demand therefortherefor (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.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Grantor agrees to reimburse the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses and the Purchasers for any Collateral Agent Expenses and Purchaser Expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 2.4 and 10.05 2.5 of the Credit Note Purchase Agreement and to indemnify the Collateral Agent and the Purchasers in accordance with Section 13.2(a) of the Note Purchase Agreement; provided that each reference therein to the “BorrowerIssuer” shall be deemed to be a reference to “each the Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. (b) 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 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Note Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Note Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 4.03 shall be payable within 30 days of not later than twenty (20) 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 4.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Bird Rides agrees to reimburse the Collateral Agent shall be entitled to reimbursement of for its reasonable and documented and invoiced out-of-of- pocket fees and expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 Section 14.04 of the Credit Agreement; provided that each reference therein to the “BorrowerCredit Parties” shall be deemed to be a reference to “each GrantorBird Rides” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent.”. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. [Reserved]. (c) [Reserved]. (d) The provisions of this Section 6.03 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Transaction Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Transaction Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 5.03 shall be payable within 30 days of not later than twenty (20) 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.