Common use of Fees and Expenses; Indemnification Clause in Contracts

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. (a) The Grantors, jointly and severally, agree to pay upon demand the amount of any and all reasonable expenses, including the fees, disbursements and other charges of counsel and of any experts or agents, which (i) any Secured Party Creditor 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 Creditor 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 Creditor 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 Creditors 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 any 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 3.1 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party Creditor shall be entitled to rely on each of them as if they were fully set forth herein.

Fees and Expenses; Indemnification. (a) The Grantors, jointly and severally, agree to pay upon demand the amount of any and all reasonable expenses, including the fees, disbursements and other charges of counsel and of any experts or agents, which (i) any Secured Party Creditor 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 Creditor 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 Creditor 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.Creditor at any time and from time to time while an Event of Default shall have occurred and be (b) Each Grantor agrees to pay, and to save the Secured Parties Creditors 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 10.4 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 3.1 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party Creditor shall be entitled to rely on each of them as if they were fully set forth herein.

Fees and Expenses; Indemnification. (a) The Grantors, jointly and severally, agree to pay upon demand within five (5) Business Days of receipt of a reasonably detailed invoice (a) all reasonable out-of-pocket and documented costs and expenses of the amount of any and all expenses, Secured Creditors (including the fees, disbursements and other charges of counsel and of any experts or agents, which (iLegal Costs) any Secured Party may incur in connection with the administration (xincluding perfection and protection of Collateral subsequent to the Closing Date) collecting against any Grantor under of this Agreement, the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and Credit Agreement, the other Loan Documents, (y) the exercise, enforcement Documents and all other documents provided for herein or protection of any of the rights of such Secured Party delivered or to be delivered hereunder or in connection herewith (z) the failure of including any Grantor proposed or actual amendment, supplement or waiver to perform or observe any of the provisions hereofLoan Document), and (iib) all out-of-pocket costs and expenses (including Legal Costs) incurred by the Administrative Agent may incur Secured Creditors in connection with (x) the administration collection of the Obligations and enforcement of this Agreement Agreement, the Credit Agreement, the other Loan Documents or any such other documents (including the customary fees any such costs and charges of such Secured Party for any audits conducted by it or on its behalf expenses incurred in connection 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 upon, any of the Collateral). (b) Each Grantor agrees to pay, and to save the Secured Parties Creditors 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 10.4 of the Credit Agreement. (c) The agreements in this Section shall survive repayment of the Secured 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 3.1 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party Creditor shall be entitled to rely on each of them as if they were fully set forth herein.

Fees and Expenses; Indemnification. (a) The Grantors, jointly and severally, agree to pay upon demand the amount of any and all reasonable 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 3.1 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. (a) The GrantorsEach Guarantor, jointly and severally, agree agrees 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) reimburse the Administrative Agent may incur in connection with (x) the administration of this Agreement (including the customary for its fees and charges of such Secured Party for any audits conducted by it or on its behalf with respect expenses incurred hereunder to the accounts receivable or inventory) or (y) the custody or preservation of, or the sale of, collection from or other realization upon any extent provided in Section 10.04 of the CollateralCredit Agreement; provided that each reference therein to the “Borrowers” shall be deemed to be a reference to the “Guarantors.” (b) Each Grantor agrees to pay, and to save Without limitation of any other Obligations of any Guarantor or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to the fullest extent permitted by applicable law, indemnify, defend and save and hold harmless fromeach Indemnitee from and against, and shall pay as and when incurred, any and all liabilities, obligations, losses, damages, penalties, claims, demands, 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 costs to the extent the Borrower would be required to do so pursuant to provided in Section 10.5 10.05 of the Credit Agreement; provided, in each case, that each reference therein to the “Borrower” shall be deemed to be a reference to the “Guarantors” hereunder. (c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The agreements in provisions of this Section 13 shall survive remain operative and in full force and effect regardless of the termination of this Agreement, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement, 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 Agreement or any other Loan Document or any document governing any of the Obligations and all other amounts payable arising under the Credit Agreement and the other Loan Documents. (d) Each Grantor agrees that the provisions of Section 2.20 any Secured Hedge Agreements or any Secured Cash Management Agreement, any resignation or removal of the Credit Agreement are hereby incorporated herein Administrative Agent or the Collateral Agent or any investigation made by reference, mutatis mutandis, and each or on behalf of the Administrative Agent or any other Secured Party Party. All amounts due under this Section 13 shall be entitled to rely on each of them as if they were fully set forth hereinpayable within twenty (20) Business Days after written demand therefor (with a reasonably detailed invoice with respect thereto).

Fees and Expenses; Indemnification. (a) The Grantors, jointly and severally, agree to pay upon demand the amount of any and all reasonable expenses, including the fees, disbursements and other charges of counsel and of any experts or agents, which (i) any Secured Party Creditor 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 Creditor 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 Creditor 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 Creditors 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 any 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 Agreements and the other Loan Documents. (d) Each Grantor agrees that the provisions of Section 2.20 3.1 of the Credit Agreement Agreements are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party Creditor shall be entitled to rely on each of them as if they were fully set forth herein.

Fees and Expenses; Indemnification. (a) The Grantors, jointly and severally, agree to pay upon demand the amount of any and all reasonable expenses, including the fees, disbursements and other charges of counsel and of any experts or agents, which (i) any Secured Party Creditor 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 Creditor 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 Creditor 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 Creditors 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 3.1 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party Creditor shall be entitled to rely on each of them as if they were fully set forth herein.

Fees and Expenses; Indemnification. (a) The Grantors, jointly and severally, agree to pay upon demand the amount of any and all reasonable expenses, including the fees, disbursements and other charges of counsel and of any experts or agents, which (i) any Secured Party Creditor 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 Creditor 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 Creditor 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 Creditors 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 any Borrower would be required to do so pursuant to Section 10.5 of the either Credit Agreement. (c) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement Agreements and the other Loan Documents. (d) Each Grantor agrees that the provisions of Section 2.20 3.1 of the Credit Agreement Agreements are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party Creditor shall be entitled to rely on each of them as if they were fully set forth herein.