Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Perso...
Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Agent:
(i) the amount of any taxes that the Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon;
(ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Agent of any of its rights or powers under the Security Documents;
(iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Agent and that shall have become due and payable in accordance with such written agreement; and
(iv) the amount required to indemnify the Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Agent’s gross negligence or willful misconduct or a breach of any duty that the Agent has under this Agreement (after giving effect to Sections 17 and 18). Any such amount not paid to the Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day.
(b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Agent or as otherwise required by law.
Fees and Expenses; Indemnification. (a) The Company will forthwith upon demand pay to the Collateral Representative:
(i) the amount of any taxes that the Collateral Representative may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon;
(ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative of any of its rights or powers under the Security Documents; and
(iii) the amount required to indemnify the Collateral Representative for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative has under this Agreement (after giving effect to Sections 12 and 13). Any such amount not paid to the Collateral Representative in accordance with the Security Documents will bear interest for each day thereafter until paid at a rate of 14% per annum.
(b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will pay such tax and provide any required tax stamps to the Collateral Representative or as otherwise required by law.
Fees and Expenses; Indemnification. (a) The Grantors, jointly and severally, agree to pay upon demand the amount of any and all expenses, including the fees, disbursements and other charges of counsel and of any experts or agents, which (i) any Secured Party may incur in connection with (x) collecting against any Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents, (y) the exercise, enforcement or protection of any of the rights of such Secured Party hereunder or (z) the failure of any Grantor to perform or observe any of the provisions hereof, and (ii) the Administrative Agent may incur in connection with (x) the administration of this Agreement (including the customary fees and charges of such Secured Party for any audits conducted by it or on its behalf with respect to the accounts receivable or inventory) or (y) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral.
(b) Each Grantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement.
(c) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.
(d) Each Grantor agrees that the provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.
Fees and Expenses; Indemnification. The Master Servicer covenants and agrees to pay to the Grantor Trustee, the Owner Trustee and the Indenture Trustee and any co-trustee of the Grantor Trustee, the Owner Trustee or the Indenture Trustee from time to time, and the Grantor Trustee, the Owner Trustee, the Indenture Trustee and any such co-trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by each of them in the execution of the trusts created under the Grantor Trust Agreement, the Owner Trust Agreement and the Indenture and in the exercise and performance of any of the powers and duties under the Grantor Trust Agreement, the Owner Trust Agreement or the Indenture, as the case may be, of the Grantor Trustee, the Owner Trustee, the Indenture Trustee and any co-trustee, and the Master Servicer will pay or reimburse the Grantor Trustee, the Owner Trustee, the Indenture Trustee and any co-trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Grantor Trustee, the Owner Trustee, the Indenture Trustee or any co-trustee in accordance with any of the provisions of this Servicing Agreement except any such expense, disbursement or advance as may arise from its negligence, wilful misfeasance or bad faith.
Fees and Expenses; Indemnification. (a) Each Guarantor, jointly and severally, agrees to reimburse the Administrative Agent for its fees and expenses incurred hereunder to the extent provided in Section 10.04 of the Credit Agreement; provided that each reference therein to the “Borrowers” shall be deemed to be a reference to the “Guarantors.”
(b) Each Guarantor agrees to indemnify the Indemnified Parties to the extent provided in Section 10.05 of the Credit Agreement; provided that each reference therein to the “Borrowers” shall be deemed to be a reference to the “Guarantors”.
(c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby. The provisions of this Section 12 shall remain operative and in full force and effect regardless of the termination of this Guarantee, any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the other Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Guarantee or any other Loan Document, any resignation of the Administrative Agent or any investigation made by or on behalf of the Administrative Agent or any other Lender. All amounts due under this Section 12 shall be payable within 30 days after written demand therefor.
Fees and Expenses; Indemnification. The PLEDGOR shall pay all fees, expenses, costs and charges, including reasonable attorney's fees, which may be incurred by the LENDER in connection with enforcing any term or provision of this PLEDGE AGREEMENT. The PLEDGOR shall indemnify and hold the LENDER harmless from and against, and reimburse the LENDER with respect to, any and all loss, damage, liability, cost or expense (including reasonable attorneys' fees) incurred by the LENDER from time to time which in any manner relate or pertain to this PLEDGE AGREEMENT and the actions and transactions contemplated herein. The foregoing indemnification obligation shall include, but is not limited to, indemnification of the LENDER with respect to all claims brought against the LENDER based upon allegations that any prospectus, memorandum or other disclosure document furnished to the purchaser of any of the COLLATERAL contains any untrue or allegedly untrue statement of a material fact which statement is derived from statements or representations made by the PLEDGOR.
Fees and Expenses; Indemnification. (a) The Company will within ten Business Days following written demand (together with, in the case of clauses (i) and (ii) below, if requested by the Company, backup documentation supporting such written demand) pay to the Agent:
(i) the amount of any taxes that the Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon;
(ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other outside experts, that the Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Agent of any of its rights or powers under the Security Documents; and
(iii) the amount of any fees that the Company shall have agreed in writing to pay to the Agent and that shall have become due and payable in accordance with such written agreement.
(b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will pay such tax and provide any required tax stamps to the Agent or as otherwise required by law.
(c) Each Lien Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental Laws that it might have by statute or otherwise against any Indemnified Person.
Fees and Expenses; Indemnification. Whether or not the Amendments become effective, the Company agrees to pay on demand all reasonable costs and expenses of the holders of the Securities (including the reasonable fees and expenses of the holders of the Securities’ special counsel) in connection with the preparation, negotiation, execution and delivery of this Amendment as provided in paragraph 13B(1) of the Securities Purchase Agreement. Nothing in this Section shall limit the Company’s obligations pursuant to paragraphs 13B(1) and 13B(2) of the Securities Purchase Agreement.
Fees and Expenses; Indemnification. 17 SECTION 11.
