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

Administrative Agent’s Fees and Expenses; Indemnification. The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement. Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) 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 agreements or instruments contemplated hereby, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, fraud, bad faith or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee, (y) a material breach of this Agreement by such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee or (z) any dispute among Indemnitees other than claims against any Indemnitee in its capacity or in fulfilling its role as an agent or arranger or any other similar role hereunder and other than any claims arising out of any act or omission of the Borrower or its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 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 Obligations, 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 Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guaranty Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any other Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid.

Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties Loan Parties party hereto jointly and severally agree that to reimburse the Administrative Agent shall be entitled to reimbursement of for its fees and expenses incurred hereunder as provided in Section 10.04 11.04 of the Credit Agreement. Without limitation of its indemnification obligations under the other Loan Documents, Agreement as if each reference therein to the Borrower agrees were a reference to the Guarantors and Grantors. (a) The Guarantors and Grantors jointly and severally agree to indemnify the Administrative Agent and the other Indemnitees (hold harmless each Indemnitee as defined provided in Section 10.05 11.07 of the Credit AgreementAgreement as if each reference to the Borrower therein were a reference to the Guarantors and Grantors. (b) againstAny amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), shall be additional Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (c) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and hold each Indemnitee harmless fromGrantor hereby waives, 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 claim against any Indemnitee (i) for any damages arising out offrom the use by others of information or other materials obtained through telecommunications, in connection withelectronic or other information transmission systems (including the Internet), 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 agreements or instruments contemplated hereby, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, fraud, bad faith negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee, or (yii) 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 material breach result of this Agreement by such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee or (z) any dispute among Indemnitees other than claims against any Indemnitee in its capacity or in fulfilling its role as an agent or arranger or any other similar role hereunder and other than any claims arising out of any act or omission of the Borrower or its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 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 Obligations, 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 Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guaranty Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any other Agent Credit Document or any Lender may have had notice agreement or knowledge instrument contemplated hereby or thereby, any Advance or the use of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementproceeds thereof. (d) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBY, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaidEACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE X OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN. SECTION 7.04.

Administrative Agent’s Fees and Expenses; Indemnification. The parties hereto agree that Each Guarantor, jointly with the other Guarantors and severally, agrees to reimburse the Administrative Agent shall be entitled for its reasonable and documented or invoiced out-of-pocket fees and expenses (but, in the case of legal fees and expenses, limited to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement. Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Administrative Agent reasonable and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related documented out-of-pocket expenses, including the reasonable fees, charges and disbursements of one counsel, and, if necessary, one local counsel in each applicable jurisdiction or otherwise retained with the Borrower’s consent) incurred by the Administrative Agent in connection with (i) the preparation, execution, delivery or administration of this Agreement and any amendments, modifications or waivers of the provisions thereof and (ii) the enforcement or protection of its rights hereunder. Each Guarantor, jointly with the other Guarantors and severally, agrees to indemnify the Administrative Agent and the other Indemnified Persons as provided in Section 9.03(b) of the Credit Agreement for Losses of any kind or nature, and subject to the limitations set forth in the Credit Agreement, and the reasonable and documented or invoiced out-of-pocket legal fees and expenses (limited , in the case of each Indemnified Person’s counsel expenses, to the reasonable, fees, disbursements and other charges of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel in multiple jurisdictions) of one counsel to all Indemnified Persons taken as a whole (and, solely in the case of an actual or perceived conflict of interest, where each Indemnified Person affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for such affected Indemnified Person)), arising out of, in connection with or as a result of this Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Guarantor”. To the fullest extent permitted by applicable law, no Guarantor shall assert, and each Guarantor hereby waives, any Indemnitee, incurred by or asserted claim against any Indemnitee Indemnified Person (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 indemnity shall not, as to any Indemnified Person, 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, bad faith or willful misconduct of, or a breach of the Loan Documents by, such Indemnified Person or its Related Parties, 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, the execution, delivery or performance of this Agreement any Loan Document or any claimagreement or instrument contemplated thereby, litigationthe Transactions, investigation any Loan or proceeding relating to any Letter of Credit or the use of the foregoing agreements or instruments contemplated hereby, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, fraud, bad faith or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee, (y) a material breach of this Agreement by such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee or (z) any dispute among Indemnitees other than claims against any Indemnitee in its capacity or in fulfilling its role as an agent or arranger or any other similar role hereunder and other than any claims arising out of any act or omission of the Borrower or its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documentsproceeds thereof. The provisions of this Section 4.03 5.03 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 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 Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Guaranteed Party. All amounts due under this Section 4.03 5.03 shall be payable within 10 not later than 30 days of (x) after written demand therefor. Successors and Assigns. Whenever , in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf case of any Guarantor indemnification obligations and (y) in the case of reimbursement of costs and expenses, after receipt by the Borrower of an invoice setting forth such costs and expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request; provided, however, that any Indemnified Person shall promptly refund or the Administrative Agent that are contained in this Agreement shall bind and inure return an indemnification payment received hereunder to the benefit of their respective successors and assigns. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guaranty Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection extent that such Indemnified Person was not entitled to indemnification with or respect to such payment pursuant to this Agreement or any other Loan Document Section 5.03. Any such amounts payable as provided hereunder shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any other Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaidadditional Secured Obligations.

Administrative Agent’s Fees and Expenses; Indemnification. The parties hereto agree that the Administrative Agent shall be entitled to reimbursement (a) Without duplication of its any fees or expenses incurred hereunder as provided in Section 10.04 of for under the Credit Agreement. Without limitation of its indemnification obligations under Agreement and the other Loan Documents, the Borrower each Grantor jointly and severally agrees to indemnify pay to the Administrative Agent and within 30 days of written demand (including back-up documentation supporting such reimbursement request) (i) the other Indemnitees (as defined in Section 10.05 amount of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable out-of-pocket expenses, including disbursements and other reasonable charges of its counsel (which charges shall be limited to the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent, one local counsel in each relevant jurisdiction, one special aviation counsel and disbursements one special FAA counsel reasonably acceptable to the Borrower (it being understood that such counsel shall not include the counsel previously identified by the Borrower to the Administrative Agent)) and of any counsel for any Indemniteeauditors, incurred by consultants or asserted against any Indemnitee arising out ofappraisers, which the Administrative Agent may incur in connection with, or as a result of, with (A) the execution, delivery or performance administration of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (xB) the gross negligence, fraud, bad faith custody or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee, (y) a material breach of this Agreement by such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee or (z) any dispute among Indemnitees other than claims against any Indemnitee in its capacity or in fulfilling its role as an agent or arranger or any other similar role hereunder and other than any claims arising out of any act or omission of the Borrower or its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 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 preservation of any of the Obligations, Collateral and (ii) the invalidity or unenforceability amount of any term and all reasonable out-of-pocket expenses, disbursements and other reasonable charges of one outside counsel, one local counsel in each relevant jurisdiction, one special aviation counsel and one special FAA counsel and of any auditors, consultants or provision appraisers, which the Administrative Agent may incur in connection with (A) the sale of, collection from or other realization upon any of this Agreement the Collateral, (B) the exercise, enforcement or protection of any other Loan Document, or any investigation made by or on behalf of the rights of the Administrative Agent hereunder or (C) the failure of any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor. Successors and Assigns. Whenever in this Agreement Grantor to perform or observe any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guaranty Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any other Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaidprovisions hereof.

Administrative Agent’s Fees and Expenses; Indemnification. The parties hereto agree that the Administrative Agent shall be entitled to reimbursement (a) Without duplication of its any fees or expenses incurred hereunder as provided in Section 10.04 of for under the Credit Agreement. Without limitation of its indemnification obligations under Agreement and the other Loan Documents, the Borrower each Pledgor jointly and severally agrees to indemnify pay to the Administrative Agent and within 30 days of written demand (including back-up documentation supporting such reimbursement request) (i) the other Indemnitees (as defined in Section 10.05 amount of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable out-of-pocket expenses, including disbursements and other reasonable charges of its counsel (which charges shall be limited to the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent, one local counsel in each relevant jurisdiction, one special aviation counsel and disbursements one special FAA counsel reasonably acceptable to the Borrower (it being understood that such counsel shall not include the counsel previously identified by the Borrower to the Administrative Agent)) and of any counsel for any Indemniteeauditors, incurred by consultants or asserted against any Indemnitee arising out ofappraisers, which the Administrative Agent may incur in connection with, or as a result of, with (A) the execution, delivery or performance administration of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (xB) the gross negligence, fraud, bad faith custody or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee, (y) a material breach of this Agreement by such Indemnitee or of any Affiliate, director, officer, employee or agent of such Indemnitee or (z) any dispute among Indemnitees other than claims against any Indemnitee in its capacity or in fulfilling its role as an agent or arranger or any other similar role hereunder and other than any claims arising out of any act or omission of the Borrower or its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 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 preservation of any of the Obligations, Collateral and (ii) the invalidity or unenforceability amount of any term and all reasonable out-of-pocket expenses, disbursements and other reasonable charges of one outside counsel, one local counsel in each relevant jurisdiction, one special aviation counsel and one special FAA counsel and of any auditors, consultants or provision appraisers, which the Administrative Agent may incur in connection with (A) the sale of, collection from or other realization upon any of this Agreement the Collateral, (B) the exercise, enforcement or protection of any other Loan Document, or any investigation made by or on behalf of the rights of the Administrative Agent hereunder or (C) the failure of any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor. Successors and Assigns. Whenever in this Agreement Pledgor to perform or observe any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guaranty Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any other Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaidprovisions hereof.