Common use of Payment of Expenses, Indemnities, etc Clause in Contracts

Payment of Expenses, Indemnities, etc. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OBLIGORS SHALL INDEMNIFY THE AGENTS AND THE LENDERS IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENTS AND THE OBLIGORS HEREBY AGREE THAT ALL INDEMNITIES SET FORTH IN THE CREDIT AGREEMENTS SHALL ALSO RUN IN FAVOR OF THE PAYING AGENT. IF AND TO THE EXTENT THAT THE INDEBTEDNESS OF THE OBLIGORS UNDER THIS SECTION 5.04 OR UNDER THE RESPECTIVE INDEMNITY PROVISIONS OF THE CREDIT AGREEMENTS ARE UNENFORCEABLE FOR ANY REASON, THE OBLIGORS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF SUCH INDEBTEDNESS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE OBLIGORS' INDEBTEDNESS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS INTERCREDITOR AGREEMENT AND THE PAYMENT OF THE INDEBTEDNESS, BUT SHALL TERMINATE UPON THE TERMINATION OF THE INDEMNITIES CONTAINED IN THE CREDIT AGREEMENTS.

Payment of Expenses, Indemnities, etc. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OBLIGORS SHALL INDEMNIFY THE AGENTS COLLATERAL AGENT AND THE LENDERS NOTEHOLDERS IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENTS NOTE PURCHASE AGREEMENT AND COLLATERAL DOCUMENTS AND THE OBLIGORS HEREBY AGREE THAT ALL INDEMNITIES SET FORTH IN THE CREDIT AGREEMENTS COLLATERAL DOCUMENTS SHALL ALSO RUN IN FAVOR OF THE PAYING COLLATERAL AGENT. IF AND TO THE EXTENT THAT THE INDEBTEDNESS OBLIGATIONS OF THE OBLIGORS UNDER THIS SECTION 5.04 OR UNDER THE RESPECTIVE INDEMNITY PROVISIONS OF THE CREDIT AGREEMENTS NOTE PURCHASE AGREEMENT OR THE COLLATERAL DOCUMENTS ARE UNENFORCEABLE FOR ANY REASON, THE OBLIGORS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF SUCH INDEBTEDNESS OBLIGATIONS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE OBLIGORS' INDEBTEDNESS OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS INTERCREDITOR AGREEMENT AND THE PAYMENT OF THE INDEBTEDNESS, BUT SHALL TERMINATE UPON INDEBTEDNESS OR THE TERMINATION RESIGNATION OR REMOVAL OF THE INDEMNITIES CONTAINED IN THE CREDIT AGREEMENTSCOLLATERAL AGENT.

Payment of Expenses, Indemnities, etc. (a) THE OBLIGORS AGREE (I) TO PAY OR REIMBURSE EACH LENDER, THE AGENT AND CSI FOR ALL THEIR REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT, SYNDICATION, PREPARATION AND EXECUTION OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF (A) COUNSEL TO THE FULLEST EXTENT PERMITTED AGENT AND (B) THE AGENT CUSTOMARILY CHARGED BY IT IN CONNECTION WITH SYNDICATED CREDITS, (II) TO PAY OR REIMBURSE EACH LENDER, THE AGENT AND CSI FOR ALL THEIR COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL (INCLUDING, WITHOUT LIMITATION, THE ALLOCATED COSTS OF IN-HOUSE COUNSEL) TO EACH LENDER AND OF COUNSEL TO THE AGENT, (III) TO PAY, INDEMNIFY, HOLD EACH LENDER, THE AGENT AND CSI (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS)("INDEMNIFIED PARTIES") HARMLESS FROM, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND (IV) TO PAY, INDEMNIFY, AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES), PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE AS A RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE USE OR THE PROPOSED USE OF PROCEEDS, CONTEMPLATED BY THIS AGREEMENT OR IN CONNECTION WITH ANY SUCH OTHER DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE LAWTO THE PAST, PRESENT, OR FUTURE OPERATIONS OF THE OBLIGORS, OR APPLICABLE TO THE OBLIGORS' PAST, PRESENT, OR FUTURE OWNERSHIP OF ANY PROPERTY (ALL OF THE FOREGOING IN THIS CLAUSE (IV), COLLECTIVELY, THE "INDEMNITY MATTERS"), INCLUDING INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, PROVIDED THAT THE OBLIGORS SHALL INDEMNIFY HAVE NO OBLIGATION UNDER THIS CLAUSE (IV) TO ANY INDEMNIFIED PARTY WITH RESPECT TO INDEMNIFIED LIABILITIES ARISING FROM THE AGENTS AND GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON. (b) No Indemnified Party may settle any claim to be indemnified without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that it shall not be reasonable for the indemnitor to withhold consent to any settlement that an Indemnified Party proposes, if the indemnitor does not have the financial ability to pay all its obligations outstanding and asserted against the indemnitor at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 12.03. (c) In the case of any indemnification hereunder, the Agent or Lender, as appropriate shall give notice to the Obligors of any such claim or demand being made against the Indemnified Party and the Obligors shall have the non-exclusive right to join in the defense against any such claim or demand provided that if the Obligors provide a defense, the Indemnified Party shall bear its own cost of defense unless there is a conflict between the Obligors and such Indemnified Party. (d) THE LENDERS FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN ACCORDANCE WITH THE TERMS RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE CREDIT AGREEMENTS AND THE OBLIGORS HEREBY AGREE THAT ALL INDEMNITIES SET FORTH IN THE CREDIT AGREEMENTS SHALL ALSO RUN IN FAVOR INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE PAYING AGENTINDEMNIFIED PARTIES. IF AND TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE INDEBTEDNESS PORTION OF THE OBLIGORS UNDER THIS SECTION 5.04 CLAIM THAT IS FOUND TO HAVE OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR UNDER THE RESPECTIVE INDEMNITY PROVISIONS WILLFUL MISCONDUCT OF THE CREDIT AGREEMENTS ARE UNENFORCEABLE FOR ANY REASON, THE OBLIGORS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF SUCH INDEBTEDNESS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE OBLIGORSINDEMNIFIED PARTY. (e) The Obligors' INDEBTEDNESS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS INTERCREDITOR AGREEMENT AND THE PAYMENT OF THE INDEBTEDNESS, BUT SHALL TERMINATE UPON THE TERMINATION OF THE INDEMNITIES CONTAINED IN THE CREDIT AGREEMENTSobligations under this Section 12.03 shall survive any termination of this Agreement and the payment of the Notes and shall continue thereafter in full force and effect. (f) The Obligors shall pay any amounts due under this Section 12.03 within thirty (30) days of the receipt by the Obligors of notice of the amount due.

Payment of Expenses, Indemnities, etc. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OBLIGORS SHALL INDEMNIFY THE AGENTS AND THE LENDERS CREDITORS IN ACCORDANCE WITH THE TERMS OF THE CREDIT PRINCIPAL AGREEMENTS AND THE OBLIGORS HEREBY AGREE THAT ALL INDEMNITIES SET FORTH IN THE CREDIT PRINCIPAL AGREEMENTS SHALL ALSO RUN IN FAVOR OF THE PAYING COLLATERAL AGENT. IF AND TO THE EXTENT THAT THE INDEBTEDNESS OBLIGATIONS OF THE OBLIGORS UNDER THIS SECTION 5.04 6.05 OR UNDER THE RESPECTIVE INDEMNITY PROVISIONS OF THE CREDIT PRINCIPAL AGREEMENTS ARE UNENFORCEABLE FOR ANY REASON, THE OBLIGORS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF SUCH INDEBTEDNESS OBLIGATIONS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE OBLIGORS' INDEBTEDNESS OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS INTERCREDITOR AGREEMENT AND THE PAYMENT OF THE INDEBTEDNESSOBLIGATIONS, BUT SHALL TERMINATE UPON THE TERMINATION OF THE INDEMNITIES CONTAINED IN THE CREDIT PRINCIPAL AGREEMENTS.

Payment of Expenses, Indemnities, etc. THE BORROWER AGREES: (a) WHETHER OR NOT THE TRANSACTIONS HEREBY CONTEMPLATED ARE CONSUMMATED, TO PAY ALL LENDER GROUP EXPENSES; AND PROMPTLY REIMBURSE THE FULLEST EXTENT PERMITTED AGENTS FOR ALL AMOUNTS EXPENDED, ADVANCED OR INCURRED BY APPLICABLE LAW, THE OBLIGORS SHALL AGENTS OR THE LENDERS TO SATISFY ANY OBLIGATION OF ANY OBLIGOR UNDER THIS AGREEMENT OR ANY SECURITY INSTRUMENT; (b) TO INDEMNIFY THE AGENTS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS ("INDEMNIFIED PARTIES") FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE LENDERS INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO) AS A RESULT OF, ARISING OUT OF OR IN ACCORDANCE ANY WAY RELATED TO (1) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OF THE PROCEEDS OF ANY OF THE LOANS, (11) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF QSRD AND ITS SUBSIDIARIES, (IV) THE FAILURE OF QSRD OR ANY OF ITS SUBSIDIARIES TO COMPLY WITH THE TERMS OF THE CREDIT AGREEMENTS AND THE OBLIGORS HEREBY AGREE THAT ALL INDEMNITIES ANY LOAN DOCUMENT, THIS AGREEMENT OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF ANY OBLIGOR SET FORTH IN THE CREDIT AGREEMENTS SHALL ALSO RUN IN FAVOR ANY OF THE PAYING AGENT. IF AND LOAN DOCUMENTS, (VI) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE ANY AMOUNTS RECEIVED PURSUANT TO THE EXTENT THAT THE INDEBTEDNESS LOAN DOCUMENTS OR (VII) ANY OTHER ASPECT OF THE OBLIGORS LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, BUT EXCLUDING ALL INDEMNITY MATTERS ARISING SOLELY BY REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND THE AGENTS OR A LENDER'S SHAREHOLDERS AGAINST THE AGENTS OR LENDER OR BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE INDEMNIFIED PARTY; AND (c) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO QSRD OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT IMITATION, THE TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (II) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY QSRD OR ANY OF ITS SUBSIDIARIES WITH ANY ENVIRONMENTAL LAW APPLICABLE TO QSRD OR ANY OF ITS SUBSIDIARIES, (III) DUE TO PAST OWNERSHIP BY QSRD OR ANY OF ITS SUBSIDIARIES OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY QSRD OR ANY OF ITS SUBSIDIARIES, OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 5.04 12.03(C) IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR UNDER THE RESPECTIVE INDEMNITY PROVISIONS OMISSIONS OF THE CREDIT AGREEMENTS ARE UNENFORCEABLE FOR AGENTS OR ANY REASONLENDER DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE). -95- 104 (d) NO INDEMNIFIED PARTY MAY SETTLE ANY CLAIM TO BE INDEMNIFIED WITHOUT THE OBLIGORS HEREBY AGREE CONSENT OF THE INDEMNITOR, SUCH CONSENT NOT TO MAKE BE UNREASONABLY WITHHELD; PROVIDED, THAT THE INDEMNITOR MAY NOT REASONABLY WITHHOLD CONSENT TO ANY SETTLEMENT THAT AN INDEMNIFIED PARTY PROPOSES IF THE INDEMNITOR DOES NOT HAVE THE FINANCIAL ABILITY TO PAY ALL ITS OBLIGATIONS OUTSTANDING AND ASSERTED AGAINST THE INDEMNITOR AT THAT TIME, INCLUDING THE MAXIMUM CONTRIBUTION POTENTIAL CLAIMS AGAINST THE INDEMNIFIED PARTY TO THE PAYMENT AND SATISFACTION OF SUCH INDEBTEDNESS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE OBLIGORS' INDEBTEDNESS UNDER BE INDEMNIFIED PURSUANT TO THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS INTERCREDITOR AGREEMENT AND THE PAYMENT OF THE INDEBTEDNESS, BUT SHALL TERMINATE UPON THE TERMINATION OF THE INDEMNITIES CONTAINED IN THE CREDIT AGREEMENTS12.03.

Payment of Expenses, Indemnities, etc. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OBLIGORS SHALL INDEMNIFY THE AGENTS AND THE LENDERS IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENTS AND THE OBLIGORS HEREBY AGREE THAT ALL INDEMNITIES SET FORTH IN THE CREDIT AGREEMENTS SHALL ALSO RUN IN FAVOR OF THE PAYING COLLATERAL AGENT. IF AND TO THE EXTENT THAT THE INDEBTEDNESS OF THE OBLIGORS UNDER THIS SECTION 5.04 OR UNDER THE RESPECTIVE INDEMNITY PROVISIONS OF THE CREDIT AGREEMENTS ARE UNENFORCEABLE FOR ANY REASON, THE OBLIGORS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF SUCH INDEBTEDNESS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE OBLIGORS' INDEBTEDNESS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS INTERCREDITOR AGREEMENT AND THE PAYMENT OF THE INDEBTEDNESS, BUT SHALL TERMINATE UPON THE TERMINATION OF THE INDEMNITIES CONTAINED IN THE CREDIT AGREEMENTS.