Common use of Expenses and Indemnification Clause in Contracts

Expenses and Indemnification. By accepting the benefits of this Agreement, each of the Lenders severally agrees (i) to reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the Applicable Percentage of such Lender), of any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred by the Collateral Agent in connection with the enforcement and protection of the rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their respective directors, officers, employees, agents and attorneys (each, an “Indemnified Party”), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with this Agreement or the Other Security Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Person.

Expenses and Indemnification. By accepting the benefits of this Agreement, each of the Lenders severally agrees (i) to reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the Applicable Percentage amount of the Loans, LC Exposures and unused Commitments (as such terms are defined in the respective Credit Agreements) of such LenderLender and the other applicable Lenders), of any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred by the Collateral Agent in connection with the enforcement and protection of the rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Borrower, Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their respective directors, officers, employees, agents and attorneys (each, an “"Indemnified Party”"), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with this Agreement or the Other Security Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been reimbursed by the Company or any other Borrower, Grantor or Guarantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Person.

Expenses and Indemnification. By accepting the benefits of this Agreement, each of the Lenders severally (a) The Company hereby agrees (i) to pay or reimburse the Collateral Agent, on demand, in Purchaser and its affiliates for all reasonable out-of-pocket expenses (including the amount reasonable fees and disbursements of its pro rata share from time to time (based on the Applicable Percentage of such Lender), of any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any legal counsel and investment and other expenses advisors and consultants and expenses) incurred by the Collateral Agent in connection with the enforcement and protection of the rights of the Collateral Agent transactions contemplated by this Agreement and the Secured Parties which Ancillary Agreements, whether incurred before or after the date hereof and whether or not such transactions contemplated hereby are made or effected. Any such amounts shall not have been be paid or reimbursed promptly after invoicing thereof by the Purchaser which invoicing shall be accompanied by supporting detail evidencing such expenses. (b) In addition to the foregoing the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and (ii) agrees to indemnify and hold harmless the Collateral Agent Purchaser and any of its Affiliates and its and their respective officers, partners, members, directors, officers, employees, agents employees and attorneys affiliates (each, an “Indemnified Party”), on demand, in the amount of such pro rata share, direct or indirect) from and against all actions, suits, proceedings (including any and all liabilitiesinvestigations or inquiries), taxes, obligationsclaims, losses, damages, penaltiesliabilities or expenses of any kind or nature whatsoever ("Claims") which may be incurred by or asserted against or involve the Purchaser, actionsor any of its officers, judgmentspartners, suitsmembers, costsdirectors, expenses employees or disbursements referred to in this Agreement and/or affiliates (direct or indirect) as a result of any third party claim arising out of the transactions contemplated hereby and, upon demand by the Purchaser or any such officer, partner, member, director, 53 employee or affiliates, pay or reimburse any of the Purchaser or such officers, partners, members, directors, employees or affiliates for any reasonable out-of-pocket legal or other expenses, and other internal costs incurred by the Collateral Agent Purchaser or its officers, partners, members, directors, employees or affiliates (direct or indirect) in connection with the investigation, defending or preparing to defend any such Claim, provided that the foregoing indemnity shall not apply to the extent any Claim arises from any material breach by the Purchaser of this Agreement or the Other Security Documents gross negligence or the enforcement and protection willful misconduct of the rights of the Secured Parties, an indemnified party. (c) Each person entitled to indemnification under Section 7.1(b) (each an "Indemnified Party") shall give notice to the extent the same Company promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall not have been reimbursed by permit the Company or to assume the defense of any other Grantor or Guarantor or paid from the proceeds of Collateral as provided hereinsuch Claim; provided, that counsel for the Company, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (which approval shall not be unreasonably withheld) and the Indemnified Party may participate in each casesuch defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Company in such action, in which case the reasonable fees and expenses for one such counsel for all Indemnified Parties (and one local counsel) shall be at the expense of the Company), and provided, further, that no Secured Party shall be liable to the failure of any Indemnified Party for to give notice as provided herein shall not relieve the Company of its obligations under Section 7.1(b) or this Section 7.1(c) unless the Company is materially prejudiced thereby. The Company may not, in the defense of any portion such Claim, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Claim. Each Indemnified Party shall furnish such information regarding itself or disbursements resulting from the gross negligence or wilful misconduct Claim in question as the Company may reasonably request in writing and as shall be reasonably required in connection with the defense of such PersonClaim.

Expenses and Indemnification. By accepting the benefits of this Agreement, each of the Lenders Noteholders and the holders of Designated Pari Passu Obligations severally agrees (i) to pay and reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the Applicable Percentage principal amount of the Notes and Designated Pari Passu Obligations, of such LenderSecured Party and the other applicable Secured Parties), of any fees and expenses referred to in this the Intercreditor Agreement or in any Other Security Noteholder Document securing Obligations owed to such Lender Secured Parties and/or any other fees due to and expenses incurred by the Collateral Agent in connection with the performance of its duties hereunder, the administration of any Security Documents and the enforcement and protection of the rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their respective directors, officers, employees, agents and attorneys (each, an “"Indemnified Party”"), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with this the execution, delivery, performance, preparation and administration of the Intercreditor Agreement or the Other Security any Noteholder Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful willful misconduct of such PersonPerson as determined by a court of competent jurisdiction.

Expenses and Indemnification. By accepting the benefits of this Agreement, each of the Lenders severally agrees (i) to reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the Applicable Percentage of such Lender), of any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred by the Collateral Agent in connection with the enforcement and protection of the rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of any Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their [[5336199v.2]] respective directors, officers, employees, agents and attorneys (each, an “Indemnified Party”), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with this Agreement or the Other Security Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Person.

Expenses and Indemnification. By accepting the benefits of this AgreementAll documented (in summary form) fees, each expenses, and costs (including but not limited to due diligence) of the Lenders severally agrees (i) to reimburse the Collateral Pre-Petition Agent, on demandthe Post-Petition Agent, the Post-Petition Lenders, and the Pre-Petition Lenders (including without limitation the documented fees, disbursements and other charges of counsel, financial advisors, engineers and environmental consultants) in the amount of its pro rata share from time making, administration, collection, enforcement, or pursuing remedies related to time (based on the Applicable Percentage of such Lender), of any expenses referred to in this Agreement Pre-Petition Secured Indebtedness or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred DIP Facility shall be paid by the Collateral Agent in connection with Debtors upon demand (subject to the enforcement and protection of Financing Orders). The Debtors will indemnify the rights of Post-Petition Agent, the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its Post-Petition Lenders and their respective officers, directors, officers, employees, agents affiliates, agents, attorneys, financial advisors, and attorneys controlling persons (each, an “Indemnified PartyPerson”), on demand, in the amount of such pro rata share, ) and hold them harmless from and against all documented costs, expenses (including fees, disbursements and other charges of counsel) and liabilities of any and all liabilitiessuch indemnified person arising out of or relating to any claim arising out of or relating to any claim or litigation or other proceedings (regardless of whether any such indemnified person is a party thereto), taxesthat relate to the transactions contemplated hereby or any transaction connected therewith; provided that no Indemnified Person will be indemnified for any losses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities or related expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with this Agreement or the Other Security Documents or the enforcement and protection of the rights of the Secured Parties, to the extent that they have resulted from (i) the same shall bad faith, willful misconduct or gross negligence of such Indemnified Person, including any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing, (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person (or any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (iii) any proceeding not have been reimbursed arising from any act or omission by the Company Borrower or its affiliates that is brought by an Indemnified Person against any other Grantor Indemnified Person (other than disputes involving claims against the Joint Lead Arrangers or Guarantor or paid from the proceeds of Collateral Post-Petition Agent in its capacity as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Personsuch).

Expenses and Indemnification. By accepting Each Lender agrees to reimburse the benefits Agent in the amount of this Agreement, each such Lender's pro rata share (based on its Total Commitment hereunder) of any expenses incurred for the benefit of the Lenders severally by the Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, not reimbursed by the Borrowers. Each Lender agrees (i) to reimburse indemnify and hold harmless the Collateral AgentAgent and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share from time to time (based on the Applicable Percentage of such Lender), of any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred by the Collateral Agent in connection with the enforcement and protection of the rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their respective directors, officers, employees, agents and attorneys (each, an “Indemnified Party”), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Collateral Agent or any of them in connection with any manner relating to or arising out of this Second Restated Agreement or any of the Other Security other Loan Documents or the enforcement and protection any action taken or omitted by it or any of them under this Second Restated Agreement or any of the rights of the Secured Partiesother Loan Documents, to the extent the same shall not have been reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein; providedBorrowers. No Lender shall, in each casehowever, that no Secured Party shall be liable to any Indemnified Party the Agent for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful willful misconduct of such Personthe Agent or any of its directors, officers, employees or agents.

Expenses and Indemnification. By accepting the benefits of this Agreement, each of the Lenders severally agrees (i) to reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the Applicable Percentage amount of the Loans, LC Exposures and unused Commitments of such Lender), of any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred by the Collateral Agent in connection with the enforcement and protection of the rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Borrower, Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their respective directors, officers, employees, agents and attorneys (each, an “Indemnified Party”), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with this Agreement or the Other Security Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been reimbursed by the Company or any other Borrower, Grantor or Guarantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Person.

Expenses and Indemnification. (a) By accepting the benefits of countersigning this Agreement, the Company, each of the Lenders Grantor and each Guarantor jointly and severally agrees (i) to reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the Applicable Percentage of such Lender), of for any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred by the Collateral Agent Agent, including reasonable counsel fees and compensation of agents, arising out of, in any way connected with, or as a result of, the execution or delivery of this Agreement or any Security Document or any agreement or instrument contemplated hereby or thereby or the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or in connection with the enforcement and or protection of the rights of the Collateral Agent and the Secured Parties Creditors under this Agreement and the Security Documents and (ii) to indemnify and hold harmless the Collateral Agent and its directors, officers, employees and agents, on demand, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, or suits (including reasonable costs, expenses or disbursements) of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent or any of them in any way relating to or arising out of this Agreement or any Security Document or any action taken or omitted by them under this Agreement or any Security Document; provided, however, that the Company, the Grantors and the Guarantors shall not be liable to the Collateral Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Collateral Agent or any of its directors, officers, employees or agents. (b) Each Secured Creditor agrees (i) to reimburse the Collateral Agent, on demand, in proportion to its Pro Rata Share on the date of such demand for any expenses referred to in Section 3.6(a) which shall not have been paid or reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their respective directors, officers, employees, agents employees and attorneys (each, an “Indemnified Party”)agents, on demand, in the amount of such pro rata sharePro Rata Share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with this Agreement or the Other Security Documents or the enforcement and protection of the rights of the Secured PartiesSection 3.6(a), to the extent the same shall not have been reimbursed by the Company or any other Grantor or any Guarantor or paid from the proceeds of Collateral as provided herein; provided, in each casehowever, that no Secured Party Creditor shall be liable to any Indemnified Party the Collateral Agent for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements suits (including reasonable costs and disbursements) resulting from the gross negligence or wilful willful misconduct of such Personthe Collateral Agent or any of its directors, officers, employees or agents, or in any case from the exercise of foreclosure remedies by the Collateral Agent in violation of the terms of this Agreement.