Common use of Notes Collateral Agent’s Fees and Expenses; Indemnification Clause in Contracts

Notes Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Notes Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder. (b) Without limitation of its indemnification obligations under the other Notes Documents, the Issuer agrees to indemnify the Notes Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents relating to the Notes. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Notes Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Notes Document, or any investigation made by or on behalf of the Notes Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within 10 days of written demand therefor.

Notes Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Notes Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder. (b) Without limitation of its indemnification obligations under the other Notes Documents, the Issuer agrees to indemnify the Notes Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents relating to the Notes. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Notes Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Notes Document, or any investigation made by or on behalf of the Notes Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within 10 days of written demand therefor.

Notes Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Notes Collateral Agent shall be entitled to reimbursement of for its fees and expenses incurred hereunder. hereunder (bincluding all reasonable fees and disbursements of counsel) that may be paid or incurred by the Notes Collateral Agent in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Secured Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement, in each case, as provided for in Section 7.07 of the Indenture. Without limitation of its indemnification obligations under the other Notes Note Documents, each Grantor, jointly with the Issuer other Grantors and severally, agrees to indemnify the Notes Collateral Agent and the other Indemnitees against, and hold each Indemnitee the Notes Collateral Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemniteethe Notes Collateral Agent, incurred by or asserted against the Notes Collateral Agent by any Indemnitee third party or by Holdings or any Subsidiary of Holdings arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateralforegoing, whether brought by a third party or not by Holdings or any Indemnitee Subsidiary of Holdings and regardless of whether the Notes Collateral Agent is a party thereto; provided that such indemnity shall not, as to any Indemniteethe Notes Collateral Agent, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Notes Collateral Agent. To the fullest extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against the Notes Collateral Agent (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), provided that such Indemnitee indemnity shall not, as to the Notes Collateral Agent, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Notes Collateral Agent, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Note Document or any Affiliateagreement or instrument contemplated thereby, directorthe Transactions, officer, employee, counsel, agent or attorney-in-fact the use of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents relating to the Notesproceeds thereof. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Notes Note Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Notes Note Document, or any investigation made by or on behalf of the Notes Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within not later than 10 days of Business Days after written demand therefor; provided, however, the Notes Collateral Agent shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that the Notes Collateral Agent was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations.

Notes Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Notes Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunderhereunder as provided in Section 11.07 of the Indenture and the applicable provisions of any Other Second-Lien Obligations Agreement, in each case. (b) Without limitation of its indemnification obligations under the other Notes Covered Documents, the Issuer each Grantor jointly and severally agrees to indemnify the Notes Collateral Agent and the other Indemnitees against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, litigation, investigations or proceedings and related expenses, including the reasonable counsel fees, charges and disbursements of any counsel for any Indemniteedisbursements, incurred by or asserted or brought against any Indemnitee arising out of, in connection any way connected with, or as a result of, of (i) the execution, execution or delivery or performance of this Agreement or any other Covered Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of any transactions contemplated hereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated herebyforegoing, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, litigation, investigations or proceedings or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted result primarily from the gross negligence or willful misconduct of such Indemnitee or any Affiliateof its Related Parties (any such Indemnitee and its Related Parties treated, directorfor this purpose only, officer, employee, counsel, agent or attorney-in-fact of such as a single Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents relating Security Documents. Without prejudice to the Notes. The survival of any other agreements contained herein, the provisions of this Section 5.03 7.05 shall remain operative and survive the payment in full force of the principal and effect regardless interest under the Indenture and any Other Second-Lien Obligations Agreement, the termination of the any commitments under any Other Second-Lien Obligations Agreement and the termination of this Agreement or any other Notes Covered Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Notes Document, or any investigation made by or on behalf of the Notes Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 7.05 shall be payable within 10 days of on written demand therefor. This Section 7.05 shall survive the termination of this Agreement and the resignation or removal of the Notes Collateral Agent.

Notes Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Notes Collateral Agent shall be entitled to reimbursement of for its fees and expenses incurred hereunderhereunder (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Notes Collateral Agent in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Secured Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement, in each case, as provided for in Section 7.07 of the Indenture. (b) Without limitation of its indemnification obligations under Each Grantor, jointly with the other Notes DocumentsGrantors and severally, the Issuer agrees to indemnify the Notes Collateral Agent and its Related Persons as provided in Section 12.08(c) of the other Indemnitees againstIndenture. (c) To the fullest extent permitted by applicable law, no Grantor shall assert, and hold each Indemnitee harmless fromGrantor hereby waives, any and all lossesclaim against the Notes Collateral Agent (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, claims, damages, liabilities and related expenses, electronic or other information transmission systems (including the reasonable feesInternet); provided that such indemnity shall not, charges and disbursements as to the Notes Collateral Agent, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Notes Collateral Agent, or (ii) on any counsel theory of liability, for any Indemniteespecial, incurred by indirect, consequential or asserted against any Indemnitee punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement any Notes Document or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated herebythereby, the Transactions, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to use of the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemniteeproceeds thereof. (cd) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents relating to the Notes. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Notes Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Secured Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Notes Document, or any investigation made by or on behalf of the Notes Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within not later than 10 days of Business Days after written demand therefor; provided, however, that the Notes Collateral Agent shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that the Notes Collateral Agent was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Notes Obligations.

Notes Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Notes Collateral Agent U.S. Bank National Association (and any of its sub-agents) shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunderhereunder as provided in Section 7.06 of the Indenture. (b) Without limitation of its indemnification obligations under the Indenture and any other Notes Collateral Documents, the Issuer each Grantor jointly and severally agrees to indemnify the Notes Collateral Agent (and the any of its sub-agents), each other Indemnitees Secured Party and their respective directors, officers, employees, advisors, agents, affiliates (including without limitation, controlling persons), successors, partners, representatives, trustees and assignees (hereinafter in this Section 7.03 referred to individually as “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of- pocket expenses, including the reasonable fees, charges and disbursements of any one primary counsel and one local counsel for any Indemniteeeach relevant jurisdiction to such Indemnitees (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Indemnitee may retain its own counsel), incurred by by, imposed on or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claiminvestigation, litigation, investigation litigation or other proceeding relating to any of the foregoing agreement agreements or instrument instruments contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity no Grantor shall not, as have any obligation hereunder to any Indemnitee, be available Indemnitee with respect to indemnified liabilities to the extent that such losses, claims, damages, liabilities or related expenses are it has been determined by a final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the Indenture or any other Notes Collateral Documents relating to the NotesDocuments. The provisions of this Section 5.03 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Notes Collateral Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement Agreement, the Indenture or any other Notes Collateral Document, or any investigation made by or on behalf of the Notes Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 7.03 shall be payable within 10 days of 15 Business Days after written demand therefor.

Notes Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Notes Collateral Agent shall be entitled to reimbursement of for its reasonable fees and expenses incurred hereunder. hereunder (bincluding all reasonable fees and disbursements of counsel) that may be paid or incurred by the Notes Collateral Agent in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Secured Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement, in each case, as provided for in Section 7.07 of the Indenture. Without limitation of its indemnification obligations under the other Notes Documents, each Grantor, jointly with the Issuer other Grantors and severally, agrees to indemnify the Notes Collateral Agent and the other Indemnitees against, and hold each Indemnitee the Notes Collateral Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any one primary counsel and one local counsel in each applicable jurisdiction for any Indemniteethe Notes Collateral Agent, incurred by or asserted against the Notes Collateral Agent by any Indemnitee third party or by Holdings or any Subsidiary of Holdings arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateralforegoing, whether brought by a third party or not by Holdings or any Indemnitee Subsidiary of Holdings and regardless of whether the Notes Collateral Agent is a party thereto; provided that such indemnity shall not, as to any Indemniteethe Notes Collateral Agent, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Notes Collateral Agent. To the fullest extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against the Notes Collateral Agent (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet); provided that such Indemnitee indemnity shall not, as to the Notes Collateral Agent, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Notes Collateral Agent, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Notes Document or any Affiliateagreement or instrument contemplated thereby, director, officer, employee, counsel, agent the Acquisition Transactions or attorney-in-fact the use of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents relating to the Notesproceeds thereof. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Notes Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Notes Document, or any investigation made by or on behalf of the Notes Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within not later than 10 days of Business Days after written demand therefor; provided, however, the Notes Collateral Agent shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that the Notes Collateral Agent was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations.