Common use of Indemnification of Collateral Agent Clause in Contracts

Indemnification of Collateral Agent. The Company hereby agrees to indemnify and hold harmless the Collateral Agent (and its directors, officers and employees) for any and all liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Documents or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof, provided that the Company shall not be liable for any of the foregoing to the extent they arise from gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction. This Section 8(k) shall survive the termination of this Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require the Company to deposit, and the Company shall deposit, with the Collateral Agent sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action, and the Collateral Agent shall have no liability hereunder for failure to take such action unless the Company promptly deposits such sums; provided, however, that if the Company fails to deposit such amounts within 3 business days of the Collateral Agent’s request therefore, the Collateral Agent shall notify the Purchasers of such failure.

Indemnification of Collateral Agent. The Company hereby Facility Lessee assumes liability for, and agrees to indemnify indemnify, protect, save and hold keep harmless each Owner Lessor, each Owner Lessor's Representative, each Owner Participant, the Security Agent and the Collateral Agent (and its directorstheir respective successors, officers assigns, agents and employees) for servants from and against, any and all claims, liabilities, obligations, losses, damages, taxes, penalties, actions, judgments, suits, costs, costs and expenses (including the fees and other charges of counselreasonable attorneys' fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by by, or asserted against against, at any time, such Owner Lessor, such Owner Lessor's Representative, such Owner Participant, the Security Agent or the Collateral Agent in its capacity as the Collateral Agent, and in any way relating to or arising out of the Security Documents execution and delivery of this Agreement, the establishment of the Accounts and subaccounts, the acceptance of deposits, the purchase or sale of Permitted Investments, the retention of cash and Permitted Investments or the transactions contemplated hereby proceeds thereof and any payment, transfer or thereby other application of cash or Permitted Investments in accordance with the enforcement provisions of this Agreement, or as may arise by reason of any act, omission or error of the terms hereof or thereof, provided Collateral Agent made in good faith in the conduct of its duties; except that the Company Facility Lessee shall not be liable for required to indemnify, protect, save and keep harmless the Collateral Agent or any of the foregoing to the extent they arise from Owner Lessor, against its own gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined misconduct. The indemnities contained in a final nonappealable judgment of a court of competent jurisdiction. This this Section 8(k) 8.1 shall survive the termination of this Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require the Company to deposit, and the Company shall deposit, with the Collateral Agent sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action, and the Collateral Agent shall have no liability hereunder for failure to take such action unless the Company promptly deposits such sums; provided, however, that if the Company fails to deposit such amounts within 3 business days of the Collateral Agent’s request therefore, the Collateral Agent shall notify the Purchasers of such failure.

Indemnification of Collateral Agent. The Company hereby Each of the Purchasers, ratably on the basis of the respective principal amounts of the Notes outstanding at the time of the occurrence giving rise to the below liabilities, losses, etc., agrees to indemnify and hold harmless the Collateral Agent (and its directors, officers and employees) for any and all liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Documents or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof, provided that neither the Company nor any Purchaser shall not be liable for any of the foregoing to the extent they arise from gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction. This Section 8(k) shall survive the termination of this Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require the Company each Purchaser to deposit, and the Company shall deposit, deposit with the Collateral Agent it sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action, and the Collateral Agent shall have no liability hereunder for failure to take such action unless the Company Purchasers promptly deposits deposit such sums; provided, however, that if the Company fails to deposit such amounts within 3 business days of the Collateral Agent’s request therefore, the Collateral Agent shall notify the Purchasers of such failure.

Indemnification of Collateral Agent. The Company hereby (and, to the extent that the Company fails to do so, each of the Holders, ratably on the basis of the respective principal amounts of the Notes outstanding at the time of the occurrence giving rise to the below liabilities, losses, etc.), agrees to indemnify and hold harmless the Collateral Agent (and its directors, officers and employees) for any and all liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Collateral Documents or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof, provided that neither the Company nor any Holder shall not be liable for any of the foregoing to the extent they arise from gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction. This Section 8(k10(k) shall survive the termination of this Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require the Company each Holder to deposit, and the Company shall deposit, deposit with the Collateral Agent it sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action, and the Collateral Agent shall have no liability hereunder for failure to take such action unless the Company Holders promptly deposits deposit such sums; provided, however, that if the Company fails to deposit such amounts within 3 business days of the Collateral Agent’s request therefore, the Collateral Agent shall notify the Purchasers of such failure.

Indemnification of Collateral Agent. The Company hereby agrees to indemnify and hold harmless the Collateral Agent (and its directors, officers and employees) for any and all liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Documents or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof, provided that the Company shall not be liable for any of the foregoing to the extent they arise from gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction. This Section 8(k9(k) shall survive the termination of this Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require the Company to deposit, and the Company shall deposit, with the Collateral Agent sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action, and the Collateral Agent shall have no liability hereunder for failure to take such action unless the Company promptly deposits such sums; provided, however, that if the Company fails to deposit such amounts within 3 business days of the Collateral Agent’s request therefore, the Collateral Agent shall notify the Purchasers of such failure.

Indemnification of Collateral Agent. The Company hereby agrees to indemnify and hold harmless the Collateral Agent shall be indemnified by the Secured Parties (and its directorsto the extent not reimbursed under Section 8(g) of the Pledge Agreement), officers and employees) ratably on the basis of the respective principal or face amounts of the Obligations then outstanding, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Documents actions of the Collateral Agent under this Intercreditor Agreement or the Pledge Agreement or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof thereof or thereofof any such other documents including, without limitation, all expenses, compensation, disbursements, advances, losses or liabilities of the type described in Section 8(g) of the Pledge Agreement, provided that the Company no Secured Party shall not be liable for any of the foregoing to the extent they arise from the Collateral Agent’s gross negligence or willful misconduct on misconduct. Each Secured Party shall be subrogated to the part rights of the Collateral Agent with respect to all amounts paid by it pursuant to this paragraph, and all such amounts shall constitute Bank Credit Agreement Obligations or Senior Note Obligations, as shall have been determined in a final nonappealable judgment of a court of competent jurisdictionthe case may be. This Section 8(k) shall survive the termination Notwithstanding any other provision of this Intercreditor Agreement or the Pledge Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require the Company to deposit, and the Company shall deposit, with the Collateral Agent sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action, and the Collateral Agent shall have no liability hereunder for failure to take such action unless the Company promptly deposits such sums; provided, however, that if the Company fails to deposit such amounts within 3 business days of the Collateral Agent’s request therefore, the Collateral Agent shall notify in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Purchasers Secured Parties against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such failureaction.

Indemnification of Collateral Agent. The Company hereby agrees to indemnify and hold harmless the Collateral Agent (and its directors, officers and employees) for any and all liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Documents or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof, provided that the Company shall not be liable for any of the foregoing to the extent they arise from gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction. This Section 8(k) shall survive the termination of this Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require the Company to deposit, and the Company shall deposit, with the Collateral Agent sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action, and the Collateral Agent shall have no liability hereunder for failure to take such action unless the Company promptly deposits such sums; provided, however, that if the Company fails to deposit such amounts within 3 business days of the Collateral Agent’s 's request therefore, the Collateral Agent shall notify the Purchasers of such failure.

Indemnification of Collateral Agent. The Company hereby Each of the Purchasers, ratably on the basis of the respective principal amounts of the Series C Notes outstanding at the time of the occurrence giving rise to the below liabilities, losses, etc., agrees to indemnify and hold harmless the Collateral Agent (and its directors, officers and employees) for any and all liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Documents or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereofthereof (“Losses”), provided that neither the Company nor any Purchaser shall not be liable for any of the foregoing to the extent they arise from gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction. This Section 8(k) shall survive the termination of this Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require the Company each Purchaser to deposit, and the Company shall deposit, deposit with the Collateral Agent it sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action, and the Collateral Agent shall have no liability hereunder for failure to take such action unless the Company Purchasers promptly deposits deposit such sums; provided, however, that if the Company fails to deposit such amounts within 3 business days of the Collateral Agent’s request therefore, the Collateral Agent shall notify the Purchasers of such failure.

Indemnification of Collateral Agent. The Company hereby Each of the Holders agrees to indemnify and hold harmless the Collateral Agent (and its directors, officers and employees) for any and all liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Documents Agreement or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereofthereof or of any such other documents, provided that the Company no Holder shall not be liable for any of the foregoing to the extent they arise from gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction. This Section 8(k) 6.06 shall survive the termination of this Purchase Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require the Company each Holder to deposit, and the Company shall deposit, deposit with the Collateral Agent it sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such of action, and the Collateral Agent shall have no liability hereunder for failure to take such action unless the Company Holders promptly deposits deposit such sums; provided, however, that if the Company fails to deposit such amounts within 3 business days of the Collateral Agent’s request therefore, the Collateral Agent shall notify the Purchasers of such failure.