Indemnification; Expenses. (i) The Company hereby indemnifies and holds harmless each Bank (including each Issuing Bank) and the Administrative Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this ‎[Section 2.15]; provided that the Company shall not be required to indemnify any Bank or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses, to the extent finally determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Person.

Expenses; Indemnification. Each of the Obligors agrees to pay Agent, on demand, its pari passu share of all reasonable costs and expenses of any kind, including counsel fees, which Agent may incur in enforcing any of its or any of the Pari Passu Creditors’ rights or remedies against the Obligors under this Section 4. Aegis and each Pari Passu Creditor shall reimburse Agent upon demand for its ratable share of any reasonable costs or out of pocket expenses (including attorney’s fees and expenses) incurred by Agent in enforcing any of its or any of the Pari Passu Creditors’ rights or remedies against the Obligors in accordance with this Section 4 to the extent that Agent is not promptly reimbursed for such expenses by or on behalf of the Obligors. To the extent Agent is not promptly reimbursed by the obligors, EACH PARI PASSU creditor will reimburse and indemnify Agent, in proportion to its Pro Rata Share, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties as agent hereunder, in any way relating to or arising out of this Agreement; provided, that THE Pari Passu creditorS shall NOT be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross negligence, bad faith or willful misconduct. The obligation of the Pari Passu Creditors in this Section 4(e) shall survive the payment of all obligations of the Obligors under the Aegis Debt and the ​-District Debt.

Expenses; Indemnification. (a) The Borrowers shall jointly and severally reimburse the Administrative Agent and Lead Arrangers for any reasonable out-of-pocket costs and expenses (including fees, disbursements and other charges of one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel) paid or incurred by the Administrative Agent and Lead Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers for any out-of-pocket costs and expenses (including fees, disbursements and other charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB, any Lender, the Swingline Lender or any Issuer in connection with the collection and enforcement of the Loan Documents.

#[[Organization A:Organization]] shall reimburse the Agent for all reasonable costs, internal charges and out of pocket expenses including reasonable expenses of and fees for attorneys for the Agent who are employees of the Agent and of a single outside counsel for the Agent paid or incurred by the Agent in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification and administration of the Loan Documents. [[Organization A:Organization]] agrees to reimburse the Agent and the [[Organization B:Organization]] for # all reasonable costs, internal charges and out of pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agent and the [[Organization B:Organization]], which attorneys may be employees of the Agent or any Lender) paid or incurred by the Agent or any Lender in connection with the collection and enforcement of the Obligations of [[Organization A:Organization]] under the Loan Documents (including in any “work-out” or restructuring of the Obligations of [[Organization A:Organization]] resulting from the occurrence of a Default) and # any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred in connection with defense thereof, by the Agent or any Lender as a result of conduct by [[Organization A:Organization]] that violates a sanction enforced by OFAC.

Indemnification of Expenses. Subject to the provisions of [Section 2(b)] below, the Company shall Indemnify Indemnitee for Expenses to the fullest extent permitted by applicable law if Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any Claim (whether by reason of or arising in part out of a Covered Event), including all interest, assessments and other charges incurred in connection with or in respect of such Expenses. For the purposes of this Deed, the meaning of the phrase “to the fullest extent permiteed by applicable law” shall include but not be limited to: # to the fullest extent permitted by the provisions of Irish law and/or the Company’s constitution that authorize, permit or contemplate indemnification by agreement, court action or corresponding provisions of any amendment to or replacement of such provisions and # to the fullest extent authorised or permitted by any amendments to or replacements of Irish law and/or the constitution of the Company adopted after the date of this Deed that increase the extent to which a company may indemnify its directors or secretary.

Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Loan Parties are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). If Agent is not reimbursed for such costs and expenses by the Loan Parties and their Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Loan Parties and without limiting the obligation of any Loan Party to do so) from and against any and all Indemnified Liabilities; provided, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of the Loan Parties. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Indemnification for Expenses; Attorney Fees. A Party in breach of this Agreement shall, on demand, indemnify and hold harmless the other Party hereto for and against all out-of-pocket expenses, including, without limitation, reasonable legal fees, incurred by such other Party by reason of the enforcement and protection of its rights under this Agreement, should such Party prevail in such action. The payment of such expenses is in addition to any other relief to which such other Party may be entitled hereunder or otherwise.

Limitations on Indemnification and Advances of Expenses. No indemnification or advances of expenses shall be made to you by the Company pursuant to this agreement:

Expenses; Indemnification

Section # Expenses; Indemnification 66