Common use of Costs; Indemnity Clause in Contracts

Costs; Indemnity. The Grantor hereby agrees to pay within 30 days following demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other reasonable charges of its counsel and, upon the occurrence and during the continuation of an Event of Default, of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement (including the customary fees and charges of the Collateral Agent for any audits conducted by it or on its behalf with respect to the Receivables upon the occurrence and during the continuation of an Event of Default), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of the Grantor to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, the Grantor agrees to indemnify the Collateral Agent, its affiliates and their respective officers, directors, employees, advisors, agents and the control persons (each, an "Indemnitee") against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto 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 such Indemnitee's agents or affiliates. Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. Notwithstanding any other provision of this Agreement, neither the Collateral Agent nor any other Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or for any indirect, special, punitive or consequential damages in connection with its activities hereunder or related to the Collateral. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Costs; Indemnity. The Grantor hereby agrees Borrower shall pay to pay within 30 days following Lender immediately upon demand to the Collateral Agent the full amount of any all costs and all reasonable expenses, including the reasonable attorneys’ fees, disbursements and other reasonable charges of its counsel and, upon the occurrence and during the continuation of an Event of Default, of any experts or agents, which the Collateral Agent may incur incurred by Lender in connection with (ia) the administration negotiation, preparation and delivery of this Agreement (including the customary fees and charges each of the Collateral Agent documents executed in connection herewith, and all other costs and attorneys’ fees incurred by Lender for which Borrower is obligated to pay in accordance with the terms of the Loan Documents, and (b) any audits conducted by it modifications of or on its behalf with respect consents or waivers under or amendments to or interpretations of this Agreement, the Receivables upon the occurrence and during the continuation of an Event of Default), (ii) the custody or preservation ofNote, or the sale ofother documents related thereto. Borrower further agrees to pay on demand all costs and expenses of Lender, collection from if any, in connection with the enforcement (whether through negotiations, arbitration proceedings, legal proceedings or other realization upon any otherwise) of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of the Grantor documents relating to perform or observe any of the provisions hereofthis transaction. Without limitation of its indemnification obligations under the other Loan Documents, the Grantor Borrower further agrees to indemnify the Collateral AgentLender and its employees and agents, its affiliates and their respective officers, directors, employees, advisors, agents and the control persons (each, an "Indemnitee") against, from and hold each of them harmless from, against any and all losses, liabilities, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by damages or asserted against expenses which any of them arising out of, in any way connected with, suffers or incurs as a result of, the execution, delivery or performance of Lender’s entering into this Agreement and the documents relating hereto, or any claim, litigation, investigation or proceeding relating hereto 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 such Indemnitee's agents or affiliates. Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. Notwithstanding any other provision of this Agreement, neither the Collateral Agent nor any other Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or for any indirect, special, punitive or consequential damages in connection with its activities hereunder or related to the Collateral. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated herebyby this Agreement, or the repayment of any use or contemplated use of the Loansproceeds of the loan. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PARTY. No such indemnified party, however, shall be entitled to be indemnified for its or his own gross negligence or willful misconduct. In the invalidity case of an investigation, litigation or unenforceability of any term other proceeding to which the indemnity in this Section applies, such indemnities shall be effective whether or provision of this Agreement not such investigation, litigation or any other Loan Documentproceeding is brought by Borrower, its directors, shareholders or creditors, or by an indemnified party and whether or not the transactions hereby are consummated. Borrower shall defend any investigation made by claim for which an indemnified party is entitled to seek indemnity pursuant to the preceding sentence, and the indemnified party shall cooperate with the defense. The indemnified party may have separate counsel, and Borrower will pay the expenses and reasonable fees of such separate counsel if either counsel for Borrower or on behalf counsel for the indemnified party shall advise the indemnified party that the interests of both Borrower and the Collateral Agent indemnified party with respect to such claim are or any Lenderwith reasonable certainty will become adverse. All amounts due under The agreements and obligations of Borrower contained in this Section shall be payable on written demand thereforsurvive payment in full of the Obligations.

Costs; Indemnity. The Grantor Pledgor hereby agrees to pay within 30 days following demand pay, upon demand, to the Collateral Security Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other reasonable charges of its counsel and, upon the occurrence and during the continuation of an Event of Default, of any experts or agents, which the Collateral Security Agent may incur in connection with (i) the execution, delivery or administration of this Agreement (including the customary fees costs of any search, filing, recording or registration fee, taxes, stamp taxes, excise taxes and charges of the Collateral Agent for any audits conducted by it or on its behalf with respect to the Receivables upon the occurrence and during the continuation of an Event of Defaultsimilar imposts), (ii) the retaking, custody or preservation of, or the preparation for sale, sale of, collection from or other realization upon upon, any of the CollateralPledge Agreement Collateral and the like (and attorneys’, expert witnesses’ and consultants’ fees and disbursements related thereto or incurred in connection with any appeal, the enforcement of any judgment, or any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving the Pledgor that in any way affect the exercise by the Security Agent of its rights and remedies hereunder), (iii) the exercise, enforcement or protection of any of the rights of the Collateral Security Agent hereunder or (iv) the failure of the Grantor Pledgor to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, the Grantor Pledgor agrees to indemnify the Collateral Security Agent, its affiliates and their respective officers, directors, employees, advisors, agents and the control persons (each, an "“Indemnitee"”) against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or the transactions contemplated hereby or any claim, litigation, investigation or proceeding relating hereto hereto, to any such transaction or to the any Pledge Agreement 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 such Indemnitee's agents or affiliates. Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documentshereby. Notwithstanding any other provision of this Agreement, neither the Collateral Security Agent nor any other Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or for any indirect, special, punitive or consequential damages in connection with its activities hereunder or related to the Pledge Agreement Collateral. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan DocumentOperative Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the LoansAdvances, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan DocumentOperative Agreement, or any investigation made by or on behalf of the Collateral Security Agent or any Lender. All amounts due under this Section shall be payable on written demand therefortherefor and shall bear interest at the rate specified in Section 3.2.2 of the Credit Agreement.

Costs; Indemnity. The Grantor hereby agrees Borrower shall pay to pay within 30 days following Lender immediately upon demand to the Collateral Agent the full amount of any all costs and all reasonable expenses, including the reasonable attorneys’ fees, disbursements and other reasonable charges of its counsel and, upon the occurrence and during the continuation of an Event of Default, of any experts or agents, which the Collateral Agent may incur incurred by Lender in connection with (ia) the administration negotiation, preparation and delivery of this Agreement (including the customary fees and charges each of the Collateral Agent documents executed in connection herewith, and all other costs and attorneys’ fees incurred by Lender for which Borrower is obligated to pay in accordance with the terms of the Loan Documents, and (b) any audits conducted by it modifications of or on its behalf with respect consents or waivers under or amendments to or interpretations of this Agreement, the Receivables upon the occurrence and during the continuation of an Event of Default), (ii) the custody or preservation ofNote, or the sale ofother documents related thereto. Borrower further agrees to pay on demand all costs and expenses of Lender, collection from if any, in connection with the enforcement (whether through negotiations, arbitration proceedings, legal proceedings or other realization upon any otherwise) of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of the Grantor documents relating to perform or observe any of the provisions hereofthis transaction. Without limitation of its indemnification obligations under the other Loan Documents, the Grantor Borrower further agrees to indemnify the Collateral AgentLender and its employees and agents, its affiliates and their respective officers, directors, employees, advisors, agents and the control persons (each, an "Indemnitee") against, from and hold each of them harmless from, against any and all losses, liabilities, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by damages or asserted against expenses which any of them arising out of, in any way connected with, suffers or incurs as a result of, the execution, delivery or performance of Lender’s entering into this Agreement and the documents relating hereto, or any claim, litigation, investigation or proceeding relating hereto 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 such Indemnitee's agents or affiliates. Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. Notwithstanding any other provision of this Agreement, neither the Collateral Agent nor any other Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or for any indirect, special, punitive or consequential damages in connection with its activities hereunder or related to the Collateral. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated herebyby this Agreement, or the repayment of any use or contemplated use of the Loansproceeds of the loan. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PARTY. No such indemnified party, however, shall be entitled to be indemnified for its or his own gross negligence or willful misconduct. In the invalidity case of an investigation, litigation or unenforceability of any term other proceeding to which the indemnity in this Section applies, such indemnities shall be effective whether or provision of this Agreement not such investigation, litigation or any other Loan Documentproceeding is brought by Borrower, its directors, shareholders or creditors, or by an indemnified party and whether or not the transactions hereby are consummated. Borrower shall defend any investigation made by claim for which an indemnified party is LOAN AGREEMENT entitled to seek indemnity pursuant to the preceding sentence, and the indemnified party shall cooperate with the defense. The indemnified party may have separate counsel, and Borrower will pay the expenses and reasonable fees of such separate counsel if either counsel for Borrower or on behalf counsel for the indemnified party shall advise the indemnified party that the interests of both Borrower and the Collateral Agent indemnified party with respect to such claim are or any Lenderwith reasonable certainty will become adverse. All amounts due under The agreements and obligations of Borrower contained in this Section shall be payable on written demand thereforsurvive payment in full of the Obligations.