Common use of Expenses and Indemnification Clause in Contracts

Expenses and Indemnification. Each Guarantor unconditionally agrees to pay all reasonable costs and expenses (including reasonable attorney’s fees of a special counsel for the Noteholders and a special counsel for the Collateral Agent, and, if requested by the Required Holders or the Collateral Agent with respect to any relevant jurisdiction, local or other counsel consisting, for each such jurisdiction, of a single firm approved by the Required Holders or the Collateral Agent, as the case may be, for such jurisdiction) incurred by the Collateral Agent or any Noteholder in enforcing this Guaranty against any Guarantor, and each Guarantor shall pay and indemnify the Collateral Agent and each Noteholder for, and hold it harmless from and against, any and all obligations, liabilities, losses, damages, reasonable costs, expenses (including disbursements and reasonable legal fees of counsel to the Collateral Agent or the Noteholders), penalties, judgments, suits, actions, claims, and disbursements imposed on, asserted against, or incurred by the Collateral Agent or any Noteholder (i) relating to the preparation, negotiation, execution, administration, or enforcement of or collection under this Guaranty or any document, instrument, or agreement relating to any of the Obligations, including in any bankruptcy, insolvency, or similar proceeding in any jurisdiction, (ii) relating to any amendment, modification, waiver, or consent hereunder or relating to any telecopy or telephonic or electronic transmission purporting to be by any Guarantor or the Company; (iii) in any way relating to or arising out of this Guaranty, or any document, instrument, or agreement relating to any of the Guaranteed Obligations, or any action taken or omitted to be taken by the Collateral Agent or any Noteholder hereunder, and including those arising directly or indirectly from the violation or asserted violation by any Guarantor or the Company or the Collateral Agent or any Noteholder of any law, rule, regulation, judgment, order, or the like of any Official Body (including those relating to environmental protection, health, labor, importing, exporting, or safety) and regardless of whether asserted by any Official Body or any other Person.

Expenses and Indemnification. Each Guarantor unconditionally (a) The Company agrees to pay pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Messrs. Dickinson, Wright, Moon, Van Dusen & Free▇▇▇ ▇▇ connection with the preparation, execution, delivery and administration of this Agreement and the Notes and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all reasonable costs and expenses of the Agent and the Banks (including reasonable attorney’s fees and expenses of a special counsel for and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the Noteholders enforcement of, or the exercise or preservation of any rights under, this Agreement or the Notes or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. (b) The Company agrees to indemnify and a special counsel for hold harmless the Collateral Banks and the Agent, andand their respective officers, if requested by directors, employees and agents, and each person who controls any of them, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Required Holders Banks or the Collateral Agent or any such person may incur or which may be claimed against any of them with respect to any relevant jurisdictionor in connection with the execution, local or other counsel consistingdelivery, for each such jurisdictionenforcement, performance and administration of a single firm approved by the Required Holders this Agreement or the Collateral Agent, as the case may be, for such jurisdiction) incurred by the Collateral Agent or any Noteholder in enforcing this Guaranty against any Guarantor, and each Guarantor shall pay and indemnify the Collateral Agent and each Noteholder for, and hold it harmless from and against, any and all obligations, liabilities, losses, damages, reasonable costs, expenses (including disbursements and reasonable legal fees of counsel to the Collateral Agent or the Noteholders), penalties, judgments, suits, actions, claims, and disbursements imposed on, asserted against, or incurred by the Collateral Agent or any Noteholder (i) relating to the preparation, negotiation, execution, administration, or enforcement of or collection under this Guaranty or any document, instrument, or agreement relating to any of the Obligations, including in any bankruptcy, insolvency, or similar proceeding in any jurisdiction, (ii) relating to any amendment, modification, waiver, or consent hereunder or relating to any telecopy or telephonic or electronic transmission purporting to be by any Guarantor or the Company; (iii) in any way relating to or arising out of this Guaranty, or any document, instrument, or agreement relating to any of the Guaranteed Obligations, or any action taken or omitted to be taken by the Collateral Agent or any Noteholder hereunder, and including those arising directly or indirectly from the violation or asserted violation by any Guarantor Notes or the Company s use or proposed use of the Collateral Agent or any Noteholder proceeds of any law, rule, regulation, judgment, order, or the like of any Official Body (including those relating to environmental protection, health, labor, importing, exporting, or safety) and regardless of whether asserted by any Official Body or any other PersonLoan.

Expenses and Indemnification. Each Guarantor unconditionally The Borrower agrees ---------------------------- (a) to pay or reimburse the Agent for all its reasonable and customary out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, this Agreement or any of the other Loan Documents (including travel expenses relating to closing), and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and customary fees and disbursements of counsel to the Agent as well as all such expenses and costs arising in connection with any amendment, supplement or modification to this Agreement or any other Loan Documents, (b) to pay or reimburse the Agent and each of the Lenders for all their reasonable costs and expenses incurred in connection with the enforcement (including reasonable attorney’s fees only from and after the occurrence and continuation of a special counsel for Default or Event of Default) or preservation of any rights under this Agreement and the Noteholders other Loan Documents, including without limitation, the reasonable fees and a special counsel for disbursements of its counsel, (c) to pay, indemnify and hold the Collateral Agent, and, if requested by the Required Holders or the Collateral Agent with respect to any relevant jurisdiction, local or other counsel consisting, for each such jurisdiction, of a single firm approved by the Required Holders or the Collateral Agent, as the case may be, for such jurisdiction) incurred by the Collateral Agent or any Noteholder in enforcing this Guaranty against any Guarantor, and each Guarantor shall pay and indemnify the Collateral Agent and each Noteholder forof the Lenders harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of this Agreement or any other Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement or any other Loan Documents, and (d) to pay, indemnify, and hold it the Agent and each of the Lenders and each of their affiliates and their respective officers, directors, employees, agents, and advisors harmless from and against, against any and all other liabilities, obligations, liabilities, losses, damages, reasonable costspenalties, expenses (including disbursements and reasonable legal fees of counsel to the Collateral Agent or the Noteholders), penaltiesactions, judgments, suits, actionscosts, claimsexpenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and disbursements imposed onadministration of this Agreement, asserted against, the other Loan Documents and any indemnity agreement or incurred undertaking made by the Collateral Agent or any Noteholder Lender to facilitate the processing of checks, payroll or otherwise, of Borrower, or in any respect relating to the transactions contemplated hereby or thereby or the use or anticipated use of proceeds of any Loan or of any Letter of Credit, (all the foregoing, collectively, the "indemnified liabilities"); provided, however, that the Borrower shall have no -------- ------- obligation hereunder with respect to indemnified liabilities arising from (i) relating to the preparation, negotiation, execution, administration, willful misconduct or enforcement of or collection under this Guaranty or any document, instrument, or agreement relating to any gross negligence of the Obligations, including in any bankruptcy, insolvency, or similar proceeding in any jurisdictionparty seeking indemnification, (ii) relating to legal proceedings commenced against the Agent or any amendment, modification, waiver, or consent hereunder or relating to any telecopy or telephonic or electronic transmission purporting to be Lender by any Guarantor security holder or the Company; creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) in any way relating to or arising out of this Guaranty, or any document, instrument, or agreement relating to any of taxes imposed upon the Guaranteed Obligations, or any action taken or omitted to be taken by the Collateral Agent or any Noteholder hereunderLender other than the documentary, stamp, excise and including those arising directly or indirectly from the violation or asserted violation by any Guarantor or the Company or the Collateral Agent similar taxes described in clause (c) above or any Noteholder of any law, rule, regulation, judgment, ordertax which would be payable to Lender by Borrower pursuant to Article IV ---------- hereof, or (iv) any transfer taxes, costs, fees or expenses incurred in connection with any transfer of the like Notes other than as requested or directed by the Borrower pursuant to Section 4.07. The agreements in this subsection shall ------------ survive repayment of any Official Body (including those relating to environmental protection, health, labor, importing, exporting, or safety) the Notes and regardless all other Obligations hereunder and termination of whether asserted by any Official Body or any other Personthis Agreement.

Expenses and Indemnification. Each Guarantor unconditionally agrees Whether or not any Loans are made or Letters of Credit are issued hereunder, the Company shall, on demand, (a) pay or reimburse the Agent and the Banks for all transfer, documentary, stamp and similar taxes, and all recording and filing fees, payable in connection with, arising out of or in any way related to any execution, delivery and performance of this Agreement, any other Loan Document, the making of the Loans, or the issuance of the Letters of Credit, (b) pay or reimburse the Agent for all reasonable of the Agent's costs and expenses (including reasonable attorney’s fees and disbursements of a special legal counsel for the Noteholders and a special counsel for the Collateral Agent, and, if requested other experts employed or retained by the Required Holders Agent) incurred in connection with (i) the negotiation, preparation, execution and delivery of (A) this Agreement and the other Loan Documents and (B) (whether or not executed) any waiver, amendment or consent hereunder or hereto, (ii) the Collateral Agent administration of and any operations under this Agreement or any other Loan Document, (iii) consulting with respect to any relevant jurisdictionmatter in any way arising out of, local relating to, or connected with, this Agreement or any other Loan Document, including, but not limited to, the enforcement by the Agent of any of its rights hereunder, and (iv) protecting, preserving, exercising or enforcing any of the rights of the Agent hereunder, (c) pay or reimburse the Banks for all of their costs and expenses (including reasonable fees and disbursements of legal counsel consistingand other experts employed or retained by any Bank), incurred during the continuance of or related to a Default in connection with (i) the negotiation, preparation, execution, delivery or performance of this Agreement or any other Loan Document or any waiver, amendment or consent hereunder or thereunder, (ii) consulting with respect to any matter in any way arising out of, relating to, or connected with, this Agreement or any other Loan Document, including, but not limited to, the enforcement by the Banks of their rights hereunder, under the Notes or under any other Loan Document and (iii) protecting, preserving, exercising or enforcing any of the rights of the Banks hereunder, and under the Notes or under any other Loan Document, and (d) indemnify and hold the Agent and the Banks harmless from and against all losses suffered, and pay or reimburse the Agent and the Banks for each all of its and their costs and expenses (including reasonable fees and disbursements of legal counsel and other experts employed or retained by the Agent or any Bank) incurred, in connection with any claim (whether asserted by the Company or any other Person) and the investigation or defense thereof, in any manner related to or arising out of this Agreement, the Notes, the Letters of Credit or any other Loan Document or the relationship established hereunder or thereunder, or any investigation, governmental or otherwise, arising out of, related to, or in any way connected with, this Agreement, any other Loan Document or the relationships established hereunder or thereunder, except that the foregoing indemnity shall not be applicable to any loss suffered or any cost or expense incurred by the Agent or any Bank to the extent such jurisdictionloss, cost or expense is determined by the judgment of a single firm approved by court that is binding on the Required Holders parties hereto, final and not subject to review or appeal to be the Collateral Agentresult of acts or omissions on the part of the Agent or such Bank, as the case may be, for such jurisdiction) incurred by the Collateral Agent constituting recklessness, willful misconduct or any Noteholder in enforcing this Guaranty against any Guarantor, and each Guarantor shall pay and indemnify the Collateral Agent and each Noteholder for, and hold it harmless from and against, any and all obligations, liabilities, losses, damages, reasonable costs, expenses (including disbursements and reasonable legal fees a violation of counsel to the Collateral Agent or the Noteholders), penalties, judgments, suits, actions, claims, and disbursements imposed on, asserted against, or incurred by the Collateral Agent or any Noteholder (i) relating to the preparation, negotiation, execution, administration, or enforcement of or collection law. The Company's obligation under this Guaranty or any document, instrument, or agreement relating to any Section 13.02 shall survive the repayment of the ObligationsLoans, including in any bankruptcy, insolvency, or similar proceeding in any jurisdiction, (ii) relating to any amendment, modification, waiver, or consent hereunder or relating to any telecopy or telephonic or electronic transmission purporting to be by any Guarantor or the Company; (iii) in any way relating to or arising out of this Guaranty, or any document, instrument, or agreement relating to any of Notes and the Guaranteed Obligations, or any action taken or omitted to be taken by the Collateral Agent or any Noteholder hereunder, and including those arising directly or indirectly from the violation or asserted violation by any Guarantor or the Company or the Collateral Agent or any Noteholder of any law, rule, regulation, judgment, order, or the like of any Official Body (including those relating to environmental protection, health, labor, importing, exporting, or safety) and regardless of whether asserted by any Official Body or any other PersonDrawings.

Expenses and Indemnification. Each Guarantor unconditionally agrees to Borrower shall pay all reasonable costs and expenses (including actually incurred by Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorney’s attorneys’ fees and time charges of a special counsel for attorneys who may be employees of Lender or any affiliate or parent of Lender. Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the Noteholders execution and a special counsel for delivery of this Note and the Collateral Agentother instruments and documents to be delivered hereunder, and, if requested by the Required Holders or the Collateral Agent and agrees to save Lender harmless from and against any and all liabilities with respect to or resulting from any relevant jurisdictiondelay in paying or omission to pay such costs and expenses. Borrower also agrees to defend (with counsel reasonably satisfactory to Lender), local protect, indemnify and hold harmless Lender, any parent corporation, affiliated corporation or other counsel consisting, for each such jurisdiction, subsidiary of a single firm approved by the Required Holders or the Collateral Agent, as the case may be, for such jurisdiction) incurred by the Collateral Agent or any Noteholder in enforcing this Guaranty against any GuarantorLender, and each Guarantor shall pay of their respective officers, directors, employees, attorneys and indemnify the Collateral Agent and agents (each Noteholder for, and hold it harmless an “Indemnified Party”) from and against, against any and all liabilities, obligations, liabilities, losses, damages, reasonable costspenalties, expenses (including disbursements and reasonable legal fees of counsel to the Collateral Agent or the Noteholders), penaltiesactions, judgments, suits, actions, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of Lender, any parent corporation or affiliated corporation of Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or incurred by the Collateral Agent consequential and whether based on any federal, state or any Noteholder (i) relating to the preparationlocal laws or regulations, negotiationincluding, executionwithout limitation, administrationsecurities, environmental laws and commercial laws and regulations, under common law or in equity, or enforcement of based on contract or collection under this Guaranty or any document, instrument, or agreement relating to any of the Obligations, including in any bankruptcy, insolvency, or similar proceeding in any jurisdiction, (ii) relating to any amendment, modification, waiver, or consent hereunder or relating to any telecopy or telephonic or electronic transmission purporting to be by any Guarantor or the Company; (iiiotherwise) in any way manner relating to or arising out of this GuarantyNote or any of the Loan Documents, or any documentact, instrumentevent or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement relating between Borrower and Lender; provided, however, that Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the Guaranteed Obligationsextent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or any action taken or omitted expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by Borrower, shall be taken added to the obligations of Borrower evidenced by this Note and secured by the Collateral Agent or any Noteholder hereunder, collateral securing this Note. The provisions of this section shall survive the satisfaction and including those arising directly or indirectly from the violation or asserted violation by any Guarantor or the Company or the Collateral Agent or any Noteholder payment of any law, rule, regulation, judgment, order, or the like of any Official Body (including those relating to environmental protection, health, labor, importing, exporting, or safety) and regardless of whether asserted by any Official Body or any other Personthis Note.

Expenses and Indemnification. Each Guarantor unconditionally (a) The Company agrees to pay pay, or reimburse the Agent for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dick▇▇▇▇▇ ▇▇▇g▇▇ ▇▇▇C in connection with the preparation, execution, delivery and administration of this Agreement and the Notes and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (ii) all reasonable costs and expenses of the Agent and the Banks (including reasonable attorney’s fees and expenses of a special counsel for and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the Noteholders enforcement of, or the exercise or preservation of any rights under, this Agreement or the Notes or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. (b) The Company agrees to indemnify and a special counsel for hold harmless the Collateral Banks and the Agent, andand their respective officers, if requested by directors, employees and agents, and each person who controls any of them, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Required Holders Banks or the Collateral Agent or any such person may incur or which may be claimed against any of them with respect to any relevant jurisdictionor in connection with the execution, local or other counsel consistingdelivery, for each such jurisdictionenforcement, performance and administration of a single firm approved by the Required Holders this Agreement or the Collateral Notes or the Company's use or proposed use of the proceeds of any Advance. (c) Without limiting the foregoing, the Company hereby indemnifies and agrees to hold harmless the Banks and the Agent, as and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the case may be, for such jurisdiction) incurred by Banks or the Collateral Agent or any Noteholder in enforcing this Guaranty such person may incur or which may be claimed against any Guarantorof them by reason of or in connection with any Letter of Credit, and each Guarantor shall pay and indemnify neither any Bank nor the Collateral Agent and each Noteholder for, and hold it harmless from and against, any and all obligations, liabilities, losses, damages, reasonable costs, expenses (including disbursements and reasonable legal fees of counsel to the Collateral Agent or the Noteholders), penalties, judgments, suits, actions, claims, and disbursements imposed on, asserted against, or incurred by the Collateral Agent or any Noteholder of their respective officers, directors, employees or agents shall be liable or responsible for: (i) relating to the preparation, negotiation, execution, administration, use which may be made of any Letter of Credit or enforcement for any acts or omissions of or collection under this Guaranty or any document, instrument, or agreement relating to any of the Obligations, including beneficiary in any bankruptcy, insolvency, or similar proceeding in any jurisdiction, connection therewith; (ii) relating to the validity, sufficiency or genuineness of documents or of any amendmentendorsement thereon, modification, waiver, or consent hereunder or relating to any telecopy or telephonic or electronic transmission purporting even if such documents should in fact prove to be by in any Guarantor or the Companyall respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any way relating message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Banks and the Agent and such other persons, and the Banks shall be liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or arising out incidental, damages suffered by the Company which were caused by (A) the Agent's wrongful dishonor of this Guarantyany Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the Agent's payment to the beneficiary under any documentLetter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, instrumentbut only to the extent, that such payment constitutes gross negligence or agreement relating willful misconduct of the Agent. It is understood that in making any payment under a Letter of Credit the Agent will rely on documents presented to it under such Letter of Credit as to any of the Guaranteed Obligations, or any action taken or omitted to be taken by the Collateral Agent or any Noteholder hereunder, and including those arising directly or indirectly from the violation or asserted violation by any Guarantor or the Company or the Collateral Agent or any Noteholder of any law, rule, regulation, judgment, order, or the like of any Official Body (including those relating to environmental protection, health, labor, importing, exporting, or safety) all matters set forth therein without further investigation and regardless of whether asserted by any Official Body notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or willful misconduct of the Agent in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Banks are alleged to be liable and it shall be a precondition of the assertion of any liability of the Banks under this Section that the Company shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other Personparties obligated or liable in connection with such Letter of Credit and any related transactions.

Expenses and Indemnification. Each Guarantor unconditionally agrees (a) The Companies, from time to time upon request, will, on a joint and several basis, pay or reimburse the Collateral Agent and its affiliates for all its reasonable costs out-of-pocket expenses and expenses (including disbursements hereunder and under the Security Documents, including, without limitation, the reasonable attorney’s fees and disbursements of its counsel and of its agents not regularly in its employ. The Companies hereby, on a special counsel for the Noteholders joint and a special counsel for several basis, indemnify and hold harmless the Collateral Agent, andits affiliates and their respective directors, if requested by the Required Holders officers, employees and agents from and against any loss, claim, damage, liability, expense, or obligation (including, without limitation, reasonable attorneys’ fees and expenses) which the Collateral Agent with respect or such affiliate (or any such director, officer, employee or agent) may incur in the execution, delivery, administration, exercise and performance of this Agreement or the Security Documents, including without limitation, (i) the any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Company or any of its Subsidiaries, (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any relevant jurisdictionof the foregoing, local whether based on contract, tort or any other theory, brought by a third party or by any Company, and regardless of whether any Person to be indemnified hereunder is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of such indemnitee and (iii) any liability of the Collateral Agent for the payment, failure to pay, or delay in payment of any taxes in respect of the granting of security under this Agreement or the Security Documents, any stamp or other counsel consistingtaxes in respect of the issue and sale of the Senior Notes or the incurrence of the Credit Agreement Obligations, for each such jurisdictionor any other taxes imposed upon or assessed against the Collateral Agent relating to or, in connection with its services hereunder and thereunder (but excluding therefrom net income taxes and franchise taxes in lieu of a single firm approved by the Required Holders or net income taxes imposed on the Collateral Agent), as provided that the case may beCompanies shall not be liable under this Section 9.9 for any such loss, for such jurisdiction) claim, damage, liability, expense or obligation incurred by the Collateral Agent to the extent resulting from its own gross negligence or any Noteholder in enforcing this Guaranty willful misconduct or resulting from following instructions from the Required Secured Creditors, which instructions constitute gross negligence or willful misconduct of such Secured Creditors. It is the express intention of the parties hereto that each Person to be indemnified hereunder shall be indemnified and held harmless against any Guarantor, and each Guarantor shall pay and indemnify the Collateral Agent and each Noteholder for, and hold it harmless from and against, any and all obligationslosses, liabilities, lossesclaims or damages arising out of or resulting from the ordinary, damages, reasonable costs, expenses (including disbursements and reasonable legal fees sole or contributory negligence of counsel such Person. The Companies shall also reimburse any Secured Creditor upon demand for any indemnification obligation in respect of which such Secured Creditor shall become liable to the Collateral Agent as contemplated by Section 9.9(b) of this Agreement. Such indemnity shall survive payment of the Obligations and any resignation, removal, or replacement of the Collateral Agent. (b) To the extent that the Companies fail to do so (if so required pursuant to Section 9.9(a)), and without limiting the primary obligation of the Companies to do so (if so required pursuant to Section 9.9(a)), the Secured Creditors will reimburse the Collateral Agent upon demand and hold the Collateral Agent, its affiliates and their respective directors, officers, employees, and agents harmless, in proportion to the respective amounts of the Obligations at the time held by them, against any and all losses, liabilities, or expenses incurred by such Persons in connection with the execution, delivery, administration, exercise or performance of this Agreement or the NoteholdersSecurity Documents, including any costs and expenses incurred in connection with any investigation, suit (whether or not the Collateral Agent or any other such indemnified Person is named as a party thereto), penaltiesor claim arising out of or related to such action, judgmentsbut only in proportion to the respective amounts of the Obligations at the time held by them, suitsprovided, actionsthat no Secured Creditor shall be liable under this Section 9.9 for (i) any such losses, claims, and disbursements imposed on, asserted againstliabilities, or expenses incurred by the Collateral Agent or any Noteholder (i) relating to the preparation, negotiation, execution, administration, extent resulting from its own gross negligence or enforcement of willful misconduct or collection under this Guaranty or any document, instrument, or agreement relating to any of the Obligations, including in any bankruptcy, insolvency, or similar proceeding in any jurisdiction, (ii) relating to any amendment, modification, waiver, salaries of employees or consent hereunder or relating to any telecopy or telephonic or electronic transmission purporting other internal costs of the Collateral Agent (unless the Collateral Agent was following instructions from the Required Secured Creditors). It is the express intention of the parties hereto that each Person to be by indemnified hereunder shall be indemnified and held harmless against any Guarantor and all losses, liabilities, claims or damages as limited in the Company; (iii) in any way relating to or preceding sentence arising out of this Guaranty, or any document, instrument, or agreement relating to any of the Guaranteed Obligations, or any action taken or omitted to be taken by the Collateral Agent or any Noteholder hereunder, and including those arising directly or indirectly resulting from the violation ordinary, sole or asserted violation by any Guarantor or the Company or the Collateral Agent or any Noteholder contributory negligence of any law, rule, regulation, judgment, order, or the like of any Official Body (including those relating to environmental protection, health, labor, importing, exporting, or safety) and regardless of whether asserted by any Official Body or any other such Person.