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 expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement. 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) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees (i) to pay or reimburse the Collateral Agent shall be entitled to reimbursement of its for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred hereunder as provided in Section 10.04 connection with the preparation, negotiation and execution of this Agreement and any amendment, waiver, consent or other modification of the Credit Agreement. Without limitation provisions hereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of its indemnification obligations under the other Loan Documentstransactions contemplated hereby, including all Attorney Costs of Otterbourg and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the Borrower agrees interests of the Lenders taken as a whole (which may include a single special counsel acting in multiple jurisdictions), and (ii) to indemnify pay or reimburse the Collateral Agent for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement (including all such reasonable, documented and invoiced out-of- pocket costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Collateral Agent, the Administrative Agent, the Issuers and the other Indemnitees Lenders taken as a whole (as defined and, if reasonably necessary, one local counsel in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any relevant material jurisdiction (which may include a single special counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out ofacting in multiple jurisdictions), in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of each case for the foregoing agreements or instruments contemplated herebyclauses (i) and (ii), or subject 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.Section 12.3

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees (i) if the Effective Date occurs, to pay or reimburse the Collateral Agent shall be entitled to reimbursement of its for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred hereunder as provided in Section 10.04 connection with the preparation, negotiation and execution of this Agreement and any amendment, waiver, consent or other modification of the Credit Agreement. Without limitation provisions hereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of its indemnification obligations under the other Loan Documentstransactions contemplated hereby, including (A) all Attorney Costs of Xxxx Xxxxxxxx LLP and, if reasonably necessary, a single firm of local counsel in each relevant jurisdiction material to the Borrower agrees interests of the Lenders taken as a whole (which may include a single special counsel acting in multiple jurisdictions), and (B) reasonable, documented and invoiced out-of-pocket fees and expenses incurred in connection with field examinations and inventory appraisals (including desktop appraisals), and (ii) to indemnify pay or reimburse the Collateral Agent for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement (including all such reasonable, documented and invoiced out-of-pocket costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single firm of counsel to the Administrative Agent, the Issuers and the other Indemnitees Lenders taken as a whole (as defined and, if reasonably necessary, a single firm of local counsel in any relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The agreements in this Section 10.05 8.03(a) shall survive the termination of the Credit AgreementAggregate Commitments and repayment of all other Obligations. All amounts due under this Section 8.03(a) against, and hold each Indemnitee harmless from, shall be paid promptly following receipt by a Grantor of an invoice relating thereto setting forth such expenses in reasonable detail. If any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of Grantor fails to pay when due any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligenceother amounts payable by it hereunder, bad faith or willful misconduct such amount may be paid on behalf of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement Grantor by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemniteethe Administrative Agent in its sole discretion.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable and documented out-of-pocket expenses incurred hereunder as provided in Section 10.04 10.2 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Credit Documents, the Borrower each Grantor, jointly and severally, agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, from any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, Indemnified Liabilities incurred by or asserted against any such Indemnitee to the extent such Grantor would be required to do so pursuant to Section 10.3 of the Credit Agreement. (c) 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 Credit 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 Credit 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 promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Agent, any Lender or any Related Party of any of the foregoing, on any theory of liability, for indirect, consequential, special or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, 23 (e) tort or any duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the executiontransactions contemplated hereby or thereby, delivery the syndication of the credit facilities provided for in the Credit Agreement, any Loan or performance the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Grantor hereby waives, releases and agrees not to xxx upon any such claim for indirect, consequential, special or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (f) Each Grantor agrees that none of any Agent, any Lender or any Related Party of any of the foregoing will have any liability to any Grantor or any Person asserting claims on behalf of or in right of any Grantor or any other Person in connection with or as a result of this Agreement or any claimother Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, litigationthe transactions contemplated hereby or thereby, investigation any Loan or proceeding relating to any the use of the foregoing agreements proceeds thereof or instruments contemplated herebyany act or omission or event occurring in connection therewith except (but subject to Section 6.03(d)), or to in the Collateralcase of any Grantor, 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 liabilitiesany losses, obligations, lossesclaims, damages, penaltiesliabilities or expenses have been found by a final, claims, demands, actions, judgments, suits, costs, expenses or disbursements non-appealable judgment of a court of competent jurisdiction to have resulted from (xi) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee Agent, such Lender or its Related Parties in performing its express obligations under this Agreement or any other Credit Document or (ii) other than in the case of any affiliateAgent or its Related Parties, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement in bad faith by such Indemnitee Lender or its Related Parties of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemniteeits express obligations under the Credit Agreement. SECTION 6.04.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement reimburse- ment of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement. Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify in- demnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit AgreementAgree- ment) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity indem- nity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee Indem- xxxxx or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement by such Indemnitee or of any affiliate, director, officer, employeeem- ployee, counsel, agent or attorney-in-fact of such Indemnitee.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement. 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) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, 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 liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse the Collateral Agent shall be entitled to reimbursement of its for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred hereunder as provided in Section 10.04 connection with the preparation, negotiation, documentation and execution of this Agreement and any amendment, waiver, consent or other modification of the Credit Agreement. Without limitation provisions hereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of its indemnification obligations under this Agreement and the other Loan Documentstransactions contemplated hereby, including (A) all Attorney Costs of Xxxxx Xxxxxx LLP and, if reasonably necessary, a single firm of local counsel in each relevant jurisdiction material to the Borrower agrees interests of the Lenders taken as a whole (which may include a single special counsel acting in multiple jurisdictions), and (B) reasonable, documented and invoiced out-of-pocket fees and expenses incurred in connection with field examinations and inventory appraisals (including desktop appraisals), and to indemnify pay or reimburse the Collateral Agent for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred in connection with the other Indemnitees enforcement of any rights or remedies under this Agreement (including all such reasonable, documented and invoiced out-of-pocket costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single firm of counsel to the Administrative Agent and all Attorney Costs of a single firm of counsel to the Lenders taken as defined a whole (and, if reasonably necessary, a single firm of local counsel in any relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The agreements in this Section 10.05 8.03(a) shall survive the termination of the Credit AgreementAggregate Commitments and repayment of all other Obligations. All amounts due under this Section 8.03(a) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the shall be paid promptly following receipt by a Grantor of an invoice relating thereto setting forth such expenses in reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemniteedetail.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees (i) if the Effective Date occurs, to pay or reimburse the Collateral Agent shall be entitled to reimbursement of its for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred hereunder as provided in Section 10.04 connection with the preparation, negotiation and execution of this Agreement and any amendment, waiver, consent or other modification of the Credit Agreement. Without limitation provisions hereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of its indemnification obligations under the other Loan Documentstransactions contemplated hereby, including (A) all Attorney Costs of Xxxx Xxxxxxxx LLP and, if reasonably necessary, a single firm of local counsel in each relevant jurisdiction material to the Borrower agrees interests of the Lenders taken as a whole (which may include a single special counsel acting in multiple jurisdictions), and (B) reasonable, documented and invoiced out-of-pocket fees and expenses incurred in connection with field examinations and inventory appraisals (including desktop appraisals), and (ii) to indemnify pay or reimburse the Collateral Agent for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement (including all such reasonable, documented and invoiced out-of-pocket costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single firm of counsel to the Administrative Agent and the other Indemnitees Lenders taken as a whole (as defined and, if reasonably necessary, a single firm of local counsel in any relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The agreements in this Section 10.05 8.03(a) shall survive the termination of the Credit AgreementAggregate Commitments and repayment of all other Obligations. All amounts due under this Section 8.03(a) against, and hold each Indemnitee harmless from, shall be paid promptly following receipt by a Grantor of an invoice relating thereto setting forth such expenses in reasonable detail. If any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of Grantor fails to pay when due any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligenceother amounts payable by it hereunder, bad faith or willful misconduct such amount may be paid on behalf of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement Grantor by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemniteethe Administrative Agent in its sole discretion.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable expenses incurred hereunder as provided in Section 10.04 9.05 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower each Guarantor and each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful wilful misconduct of such Indemnitee or Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact this Section 7.06 shall remain operative and in full force and effect regardless of such Indemnitee or (y) a material breach the termination of this Agreement by such Indemnitee or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any affiliateof the Obligations, directorthe invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, officer, employee, counsel, agent or attorney-in-fact any investigation made by or on behalf of such Indemniteethe Collateral Agent or any other Secured Party. All amounts due under this Section 7.06 shall be payable on written demand therefor and shall bear interest at the rate specified in Section 2.06(a) of the Credit Agreement. SECTION 7.07.