Common use of Payment of Expenses and Indemnity Clause in Contracts

Payment of Expenses and Indemnity. (a) The Borrower agrees (i) to promptly pay or reimburse Lender for all of Lender's reasonable out-of-pocket costs, expenses and attorneys' fees incurred in connection with the preparation, execution and delivery of this Agreement, the Note, the Collateral Documents and any other documents prepared in connection herewith, and (ii) to promptly pay or reimburse Lender for all of Lender's reasonable out-of-pocket costs and expenses incurred in connection with the preparation, execution and delivery of any amendment, supplement or modification to this Agreement, the Note, the Collateral Documents and any other documents prepared in connection herewith, together with the reasonable fees and disbursements of counsel to Lender and the reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Note, the Collateral Documents and any such other documents. (b) In consideration of the execution and delivery of this Agreement by Lender, the Borrower hereby indemnifies, exonerates and holds Lender and its respective officers, directors, employees, and agents, (herein collectively called the "Bank Parties" and individually called a "Bank Party") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses actually incurred in connection therewith (irrespective of whether such Bank Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (collectively, the "Indemnification Liabilities"), incurred by the Bank Parties or any of them as a result of, or arising out of, or relating to: (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the Loan; or (ii) any investigation, litigation, or proceeding related to any acquisition or proposed acquisition by the Borrower or any of its Subsidiaries of all or any portion of the stock or all or substantially all of the assets of any Person, regardless of whether any Bank Party is a party thereto; or (iii) the presence on or under, or the escape, seepage leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by the Borrower or any Subsidiary of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under the Comprehensive Environmental Response. Compensation and Liability Act, any so-called "Superfund" or "Superlien" law, or any other federal, state, local or other statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards on conduct concerning, any Hazardous Material), regardless of whether caused by, or within the control of, the Borrower or any Subsidiary; except for any such Indemnification Liabilities arising for the account of a particular Bank Party which a court of competent jurisdiction shall have determined in a final proceeding to have arisen by reason of the relevant Bank Party's gross negligence, bad faith, willful misconduct or breach of contractual obligation arising under this Agreement and owed to the Borrower (which shall be the sole responsibility of such Bank Party). The agreements in this Section shall survive payment of the Loan and the Obligations and all other amounts payable hereunder.

Payment of Expenses and Indemnity. (a) The Borrower agrees shall pay (i) to promptly pay or reimburse Lender for all of Lender's reasonable out-of-pocket costsexpenses incurred by the Administrative Agent and its Affiliates, expenses including the reasonable fees, charges and attorneys' fees incurred disbursements of counsel for the Administrative Agent, in connection with the preparationsyndication of the credit facilities provided for herein, execution the preparation and delivery administration of this AgreementAgreement or any amendments, modifications or waivers of the Note, provisions of any Loan Document (whether or not the Collateral Documents and any other documents prepared in connection herewith, transactions contemplated thereby shall be consummated) and (ii) to promptly pay or reimburse Lender for all of Lender's reasonable out-of-pocket costs and expenses incurred in connection with the preparationby any Credit Party, execution and delivery of any amendment, supplement or modification to this Agreement, the Note, the Collateral Documents and any other documents prepared in connection herewith, together with including the reasonable fees fees, charges and disbursements of any counsel to Lender and the reasonable costs and expenses incurred for any Credit Party, in connection with the enforcement or preservation protection of any its rights in connection with the Loan Documents, including its rights under this AgreementSection, or in connection with the NoteLoans made or the Letters of Credit issued hereunder, the Collateral Documents and including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such other documentsLoans or such Letters of Credit. (b) In consideration of the execution The Borrower shall indemnify each Credit Party and delivery of this Agreement by Lender, the Borrower hereby indemnifies, exonerates and holds Lender and its respective officers, directors, employeeseach Related Party thereof (each such Person being called an "Indemnitee") against, and agentshold each Indemnitee harmless from, (herein collectively called the "Bank Parties" and individually called a "Bank Party") free and harmless from and against any and all actions, causes of action, suits, losses, costsclaims, damages, liabilities and damages, and expenses actually incurred in connection therewith (irrespective of whether such Bank Party is a party to the action for which indemnification hereunder is sought)related expenses, including reasonable attorneys' fees the fees, charges and disbursements (collectively, the "Indemnification Liabilities")of any counsel for any indemnitee, incurred by the Bank Parties or asserted against any of them as a result of, or Indemnitee arising out of, in connection with, or relating to: as a result of (i) the execution or delivery of any transaction financed Loan Document or any agreement or instrument contemplated thereby, the performance by the parties to be financed in whole the Loan Documents of their respective obligations thereunder or in part, directly or indirectly, with the proceeds consummation of the Loan; or Initial Transactions or any other transactions contemplated thereby, (ii) any investigation, litigation, Loan or proceeding related to any acquisition Letter of Credit or proposed acquisition by the Borrower or any of its Subsidiaries of all or any portion use of the stock or all or substantially all of the assets of any Personproceeds therefrom, regardless of whether any Bank Party is a party thereto; or (iii) the any actual or alleged presence or release of Hazardous Materials on or under, or the escape, seepage leakage, spillage, discharge, emission, discharging or releases from, from any real property owned or operated by the Borrower or any Subsidiary of any Hazardous Material (including, without limitationBorrower, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under the Comprehensive Environmental Response. Compensation and Liability Act, any so-called "Superfund" or "Superlien" law, or any other federal, state, local or other statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards on conduct concerning, any Hazardous Material), regardless member of whether caused by, or within the control of, the Borrower or any Subsidiary; except for , or any Environmental Liability related in any way to the Borrower, any member of the Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, provided that such Indemnification Liabilities arising for indemnity shall not, as to any Indemnitee, be available to the account of a particular Bank Party which extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction shall have determined in a by final proceeding and nonappealable judgment to have arisen resulted from the gross negligence or willful misconduct of such Indemnitee. - 68 - Credit Agreement ---------------- (c) To the extent that the Borrower fails to pay any amount required to be paid by reason it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender's Facility Percentage (determined as of the relevant Bank Party's gross negligencetime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, bad faithprovided that the unreimbursed expense or indemnified loss, willful misconduct claim, damage, liability or breach of contractual obligation arising under this Agreement and owed to related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (which shall be as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the sole responsibility Initial Transactions or any Loan or Letter of such Bank Party). The agreements in Credit or the use of the proceeds therefrom. (e) All amounts due under this Section shall survive payment of the Loan and the Obligations and all other amounts be payable hereunderpromptly after written demand therefor.