Common use of Indemnity; Expenses Clause in Contracts

Indemnity; Expenses. (a) Each of the Credit Agent and the Trustee severally agrees to indemnify and hold harmless the Collateral Agent and its officers, directors, agents and employees (each an "Indemnitee"), ratably according to the Pro Rata Share(s) held by the Lenders and the Trustee, respectively, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements ("Claims") of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) this Agreement or any of the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any action taken or omitted by the Indemnitee pursuant to this Agreement or any of the Shared Collateral Security Documents, or (iii) any breach of any agreement or instrument as a result of any action taken or omitted by the Indemnitee hereunder or under any of the Shared Collateral Security Documents; provided, however, that neither the Credit Agent nor the Trustee shall be liable for any portion of such Claims found to result from the Indemnitee's gross negligence, willful misconduct or knowing violations of Law (as may be determined by New York law), unless such breach has been waived by the Required Parties or the Required Parties shall have instructed the Collateral Agent to take an action which violates applicable Law. The Pro Rata Shares of the Lenders and the Trustee for purposes of this Section 5.4(a) shall be determined (i) in the case the Collateral Agent has taken any Remedial Action with respect to the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Collateral Agent has not taken any such action, as of the date such Claim commenced to be incurred, in each case, as determined by the Collateral Agent in good faith.

Indemnity; Expenses. EACH CREDIT PARTY SHALL INDEMNIFY, DEFEND, SAVE, PROTECT, AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY “CLAIMS” AND “EXTRAORDINARY EXPENSES” (aAS SUCH TERMS ARE DEFINED IN SECTION 1.1) Each of the Credit Agent and the Trustee severally agrees to indemnify and hold harmless the Collateral Agent and its officers, directors, agents and employees (each an "Indemnitee"), ratably according to the Pro Rata Share(s) held by the Lenders and the Trustee, respectively, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements ("Claims") of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) this Agreement or any of the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any action taken or omitted by the Indemnitee pursuant to this Agreement or any of the Shared Collateral Security Documents, or (iii) any breach of any agreement or instrument as a result of any action taken or omitted by the Indemnitee hereunder or under any of the Shared Collateral Security DocumentsTHAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE; provided, however, that neither the in no event shall any Credit Agent nor the Trustee shall be liable for Party have any portion obligation thereunder to indemnify, defend or hold harmless an Indemnitee with respect to any Claim or Extraordinary Expense that is determined in a final, non-appealable judgment by a court of competent jurisdiction by final and non-appealable judgment binding on such Claims found Indemnitee to result have resulted solely from the Indemnitee's gross negligence, bad faith or willful misconduct of such Indemnitee. In addition to all other Obligations, the obligations and liabilities described in this Section 15.3 shall (a) constitute Obligations; (b) be in addition to, and cumulative with, any other indemnification provisions set forth elsewhere in this Agreement or knowing violations of Law any other Loan Document; (as may c) be determined by New York law), unless such breach has been waived secured by the Required Collateral; (d) be due and payable by Credit Parties or promptly following written demand therefor; (e) be chargeable against Borrowers’ in the Required Parties manner set forth in Section 4.1(b) (provided, however, that Administrative Agent shall have instructed the Collateral Agent no obligation to take an action which violates applicable Law. The Pro Rata Shares charge such amounts in such manner); and (f) survive termination of the Lenders this Agreement and the Trustee for purposes other Loan Documents. In addition to the foregoing, Administrative Agent shall have the right at any time or from time to time while any Event of Default is continuing, to require that the obligations and liabilities described in this Section 5.4(a) shall 15.3 be determined (i) in the case the Collateral Agent has taken any Remedial Action with respect to the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Collateral Agent has not taken any such action, as of the date such Claim commenced to be incurred, in each case, as determined by the Collateral Agent in good faithCash Collateralized.

Indemnity; Expenses. (a) Each of the Credit Agent and the Trustee severally Note Agent agrees to indemnify and hold harmless the Shared Collateral Agent and its officers, directors, agents and employees (each an "Indemnitee"), ) ratably according to the Pro Rata Share(s) held by the Lenders and the TrusteeSenior Noteholders, respectively, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements ("Claims") of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) this Agreement or any of the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any action taken or omitted by the Indemnitee pursuant to this Agreement or any of the Shared Collateral Security Documents, Documents or (iii) any breach of any agreement or instrument as a result of any action on taken or omitted by the Indemnitee hereunder or under any of the Shared Collateral Security Documents; , provided, however, that neither the Credit Agent nor the Trustee Note Agent shall be liable for any portion of such Claims found to result from the Indemnitee's gross negligence, willful misconduct or knowing violations of Law law (as may be determined by New York law), unless such breach has been waived by the Required Parties or the Required Parties shall have instructed the Shared Collateral Agent to take an action which violates applicable Lawlaw. The Pro Rata Shares of the Lenders and the Trustee Senior Noteholders for purposes of this Section 5.4(a) shall be determined (i) in the case the Shared Collateral Agent has taken any Remedial Action with respect to the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Shared Collateral Agent has not taken any such actionRemedial Action, as of the date such Claim commenced to be incurred, in each case, as determined by the Shared Collateral Agent in good faith.

Indemnity; Expenses. EACH CREDIT PARTY SHALL INDEMNIFY, DEFEND, SAVE, PROTECT, AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY “CLAIMS” AND “EXTRAORDINARY EXPENSES” (aAS SUCH TERMS ARE DEFINED IN SECTION 1.1) Each of the Credit Agent and the Trustee severally agrees to indemnify and hold harmless the Collateral Agent and its officers, directors, agents and employees (each an "Indemnitee"), ratably according to the Pro Rata Share(s) held by the Lenders and the Trustee, respectively, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements ("Claims") of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) this Agreement or any of the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any action taken or omitted by the Indemnitee pursuant to this Agreement or any of the Shared Collateral Security Documents, or (iii) any breach of any agreement or instrument as a result of any action taken or omitted by the Indemnitee hereunder or under any of the Shared Collateral Security DocumentsTHAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE; provided, however, that neither the in no event shall any Credit Agent nor the Trustee shall be liable for Party have any portion obligation thereunder to indemnify, defend or hold harmless an Indemnitee with respect to any Claim or Extraordinary Expense that is determined in a final, non-appealable judgment by a court of competent jurisdiction by final and non-appealable judgment binding on such Claims found Indemnitee to result have resulted from the Indemnitee's gross negligence, bad faith or willful misconduct of such Indemnitee. In addition to all other Obligations, the obligations and liabilities described in this Section 15.3 shall (a) constitute Obligations; (b) be in addition to, and cumulative with, any other indemnification provisions set forth elsewhere in this Agreement or knowing violations of Law any other Loan Document; (as may c) be determined by New York law), unless such breach has been waived secured by the Required Collateral; (d) be due and payable by Credit Parties or promptly following written demand therefor; (e) be chargeable against Borrowers’ in the Required Parties manner set forth in Section 4.1(b) (provided, however, that Administrative Agent shall have instructed the Collateral Agent no obligation to take an action which violates applicable Law. The Pro Rata Shares charge such amounts in such manner); and (f) survive termination of the Lenders this Agreement and the Trustee for purposes other Loan Documents. In addition to the foregoing, Administrative Agent shall have the right at any time or from time to time while any Event of Default is continuing, to require that the obligations and liabilities described in this Section 5.4(a) shall 15.3 be determined (i) in the case the Collateral Agent has taken any Remedial Action with respect to the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Collateral Agent has not taken any such action, as of the date such Claim commenced to be incurred, in each case, as determined by the Collateral Agent in good faithCash Collateralized.