Common use of Indemnification; Expenses Clause in Contracts

Indemnification; Expenses. Company agrees to indemnify Collateral Agent and each of the Secured Parties from and against any and all claims, losses and liabilities growing out of or resulting from its breach or violation of this Agreement, the Debentures and any other agreement or document executed in connection therewith (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from Collateral Agent's or any Secured Party's gross negligence or willful misconduct. Company will upon demand pay to Collateral Agent the amount of any and all reasonable expenses, including all attorneys' fees, expenses and fees of any experts and agents, which Collateral Agent or any Secured Party may incur consistent with the terms of this Agreement and the Debentures in connection with (a) the administration of this Agreement, (b) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, as provided for herein, (c) the exercise or enforcement of any of the rights of Collateral Agent under this Agreement, (d) the failure by Company to perform or observe any of the provisions hereof or (e) any environmental or other laws relating to Company, the Collateral, the Offering or the transactions contemplated hereby.

Indemnification; Expenses. Company agrees to indemnify Collateral Agent and each of the Secured Parties from and against any and all claims, losses and liabilities growing out of or resulting from its breach or violation of this Agreement, the Debentures Notes and any other agreement or document executed in connection therewith (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from Collateral Agent's ’s or any Secured Party's ’s gross negligence or willful misconduct. Company will upon demand pay to Collateral Agent the amount of any and all reasonable expenses, including all attorneys' ’ fees, expenses and fees of any experts and agents, which Collateral Agent or any Secured Party may incur consistent with the terms of this Agreement and the Debentures Notes in connection with (a) the administration of this Agreement, (b) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, as provided for herein, (c) the exercise or enforcement of any of the rights of Collateral Agent under this Agreement, (d) the failure by Company to perform or observe any of the provisions hereof or (e) any environmental or other laws relating to Company, the Collateral, the Offering Financing or the transactions contemplated hereby.

Indemnification; Expenses. Company agrees to indemnify Collateral Agent and each of the Secured Parties from and against any and all claims, losses and liabilities growing out of or resulting from its breach or violation of this Agreement, the Debentures 2005 Notes and any other agreement or document executed in connection therewith (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from Collateral Agent's ’s or any Secured Party's ’s gross negligence or willful misconduct. Company will upon demand pay to Collateral Agent the amount of any and all reasonable expenses, including all attorneys' ’ fees, expenses and fees of any experts and agents, which Collateral Agent or any Secured Party may incur consistent with the terms of this Agreement and the Debentures 2005 Notes in connection with (a) the administration of this Agreement, (b) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, as provided for herein, (c) the exercise or enforcement of any of the rights of Collateral Agent under this Agreement, (d) the failure by Company to perform or observe any of the provisions hereof or (e) any environmental or other laws relating to Company, the Collateral, the Offering Financing or the transactions contemplated hereby.