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

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the Indenture. (b) Without limitation of its indemnification obligations under the other Noteholder Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 7.07 9.03 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document actual or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreements or instruments contemplated hereby, 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 out-of-pocket expenses are finally judicially determined by a non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful wilful misconduct of, or breach of the Loan Documents by, such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.03 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable expenses incurred hereunder as provided in Section 7.07 9.03 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoinghereto, 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder hereunder, without duplication, as provided in Section 7.07 of the IndentureIndenture and the corresponding provision of any other Additional First-Lien Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder DocumentsIndenture and any other Additional First-Lien Agreement, each Pledgor Grantor jointly and severally agrees agrees, without duplication, to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective its Affiliates and each of their the respective directors, trustees, officers, employees, trustees, agents and advisors of the Collateral Agent and its Affiliates and their successors and assigns (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all lossescosts, claims, damages, liabilities and related expenses, expenses (including reasonable counsel fees, out-of-pocket disbursements and other charges of one primary counsel, one regulatory counsel and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or one local counsel to the Indemnitees (taken as a result ofwhole) in each relevant jurisdiction; provided, however, that if (i) one or more Indemnitees shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (ii) the representation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction) and liabilities arising out of or in connection with the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee is a party theretothereto or whether initiated by a third party or by a Grantor or any Affiliate thereof; provided provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossescosts, claims, damages, expenses or liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or material breach of its (or its Related Parties’) obligations hereunder, under the Indenture or under any other Additional First-Lien Agreement or (y) resulted from any dispute solely among Indemnitees and not involving the Grantors or their respective Affiliates. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives any claim against any Indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby or the use of proceeds of any Additional First-Lien Obligations. (c) Any such amounts payable as provided hereunder shall be additional Notes Additional First-Lien Obligations secured hereby and by the other Additional First-Lien Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Document7.04, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreementthe Termination Date.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement (including the customary fees and charges of the IndentureCollateral Agent for any audits conducted by it or on its behalf with respect to the Accounts Receivable or Inventory), (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 any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyLender. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Collateral Agent shall be entitled to reimbursement of for its fees and expenses incurred hereunder as provided in Section 7.07 9.03(a) of the IndentureCredit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor”. (b) Without limitation of its indemnification obligations under Each Grantor, jointly with the other Noteholder DocumentsGrantors and severally, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees againstas provided in Section 9.03(b) of the Credit Agreement mutatis mutandis; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor”. (c) To the fullest extent permitted by applicable law, no Grantor shall assert, and hold each Indemnitee harmless fromGrantor hereby waives, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted claim against any Indemnitee for any direct or actual damages arising out offrom the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection withwith this Agreement, or as a result ofthe Credit Agreement, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument the transactions contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 direct or related expenses actual damages are determined by a court of competent jurisdiction by final and nonappealable in a final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties. To the fullest extent permitted by applicable law, neither any Grantor nor any Indemnitee shall assert, and each hereby waives, any claim against any Grantor or any Indemnitee, as applicable, 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, this Agreement, the Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (cd) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on not later than thirty (30) days after written demand therefor. All obligations of each Pledgor under ; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.06 5.03. Any such amounts payable as provided hereunder shall survive termination of this Agreementbe additional Secured Obligations.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.2 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Credit Documents, each Pledgor Grantor, jointly and severally severally, agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 10.3 of the Credit Agreement) against, and hold each Indemnitee harmless from, from any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, Indemnified Liabilities (as defined in the Credit Agreement) incurred by or asserted against any Indemnitee such Indemnitee, including those arising out of, of or in connection with, or as a result of, with (i) the execution, delivery delivery, enforcement or performance of this Agreement or any the other Noteholder Document Collateral Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, and regardless of whether or not any Indemnitee is a party thereto; provided that such indemnity no Grantor shall not, as have any obligation to any Indemnitee, be available Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such lossesIndemnified Liabilities (A) have been found by a final, claims, damages, liabilities or related expenses are determined by non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (1) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or its Related Parties or (2) a material breach of the express obligations of such Indemnitee or its Related Parties under the Credit Documents or (B) arise out of or in connection with any action, claim or proceeding not involving any Grantor or the equityholders or Affiliates of any Grantor (or the Related Parties of any Grantor) that is brought by an Indemnitee against another Indemnitee (other than against any Agent or the Arranger (or any holder of any other title or role) in its capacity as such). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 6.03 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Grantor shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 6.03 shall be payable on within 30 days of written demand therefor. All . (d) To the extent permitted by applicable law, (i) no Grantor shall assert, and each Grantor hereby waives, any claim against any Agent, the Arranger, any Lender or any Related Party of any of the foregoing and (ii) no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against any Grantor or any Related Party of any Grantor, in each case, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or any duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnitee and each Grantor hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing in this Section 6.03(d) shall diminish obligations of each Pledgor the Grantors under Section 6.03(a) or 6.03(b). (e) Each Grantor agrees that none of any Agent, the Arranger or any Lender or any Related Party of any of the foregoing will have any liability to any Grantor or any Person asserting claims on behalf of or in right of any Grantor or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith except (but subject to Section 6.03(d)), in the case of any Grantor, to the extent that any losses, claims, damages, liabilities or expenses have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Agent, the Arranger, or such Lender in performing its express obligations under this Section 5.06 shall survive termination of this AgreementAgreement or any other Credit Document.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the IndentureNote Documents. (b) Without limitation of its indemnification obligations under the other Noteholder Note Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, Agent and each of other Secured Party and their respective Affiliates and each of their respective directors, trusteesCollateral Agents, officers, employees, agents and advisors (each such Person being called each, an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Securities or other Note Obligations or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Note Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Note Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Note Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable and documented expenses, including the reasonable and documented fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel and documented fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyLender. All amounts due under this Section 5.06 7.07 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 7.07 9.03 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document actual or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreements or instruments contemplated hereby, 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 out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such IndemniteeIndemnitee or any of its Related Parties. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.03 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 result primarily from the gross negligence or willful misconduct of such Indemnitee (treating for the purposes of this Section 7.06(b) only any Secured Party and its Related Parties as a single Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documentshereunder. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations therefor (accompanied by a reasonably detailed computation of each Pledgor under this Section 5.06 shall survive termination of this Agreementthe amounts to be paid).

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the IndentureIndenture and each Other First Lien Agreement. (ba) Without limitation of its indemnification obligations under the other Noteholder DocumentsIndenture Documents and each Other First Lien Agreement, each Pledgor jointly and severally agrees to indemnify the Collateral AgentAgent and its Affiliates, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or Agreement, any other Noteholder Document Indenture Document, any Other First Lien Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder or the consummation of the transactions contemplated by the Indenture hereby and hereby, thereby or (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee is a party theretothereto and regardless of whether or not any of the foregoing is raised or initiated by a third party or any Pledgor or any Subsidiary; 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. (cb) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 6.06 shall remain operative and in full force and effect regardless of the termination of this Agreement Agreement, any other Indenture Document or any other Noteholder DocumentOther First Lien Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Indenture Document or any other Noteholder DocumentOther First Lien Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 6.06 shall be payable on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement indemnification or other amount requested. (c) In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. All Actions permitted hereunder shall not be deemed obligations of the Collateral Agent. (d) To the fullest extent permitted by applicable law, none of the parties hereto shall be responsible or liable to any other party or any other person or entity for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of, this Agreement; provided that each Pledgor under shall indemnify and reimburse any Indemnitee for any special, indirect, consequential or punitive damages that such Indemnitee may be liable for to the extent otherwise reimbursable pursuant to this Section 5.06 6.06. (e) The agreements in this Section 6.06 shall survive the resignation or removal of the Collateral Agent and the termination of this Agreement. (f) For the avoidance of doubt, the provisions of Articles VII, XI and Section 13.02 of the Indenture, as applicable to the collateral agent and the trustee thereunder, shall also apply to the Collateral Agent acting under or in connection with this Agreement; provided, however that the Collateral Agent shall not be deemed a fiduciary. Notwithstanding anything to the contrary in this Agreement, the Collateral Agent shall be directed at all times by the Applicable First Lien Agent. No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement (including the customary fees and charges of the IndentureCollateral Agent for any audits conducted by it or on its behalf with respect to the Account Rights or Inventory), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, or (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. In connection with any claim, litigation, investigation or proceeding referred to in the preceding sentence, the Indemnitees will endeavor to avoid duplication of effort and expense by employing common counsel (including special or local counsel, where required), which shall be nominated by the Collateral Agent (or, if the Collateral Agent shall not be a party or prospective party to such claim, litigation, investigation or proceeding, by the Lender party thereto with the largest credit exposure or potential credit exposure hereunder), it being understood that an Indemnitee will in any event be entitled to separate counsel (i) if such Indemnitee may have defenses available to it that are different from or potentially inconsistent with defenses that may be asserted by other Indemnitees, (ii) if the representation by a single counsel of such Indemnitee and other Indemnitees would otherwise be inappropriate due to actual or potential differences in the interests of the Indemnitees or (iii) if the Borrower shall agree to the retention of separate counsel. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations therefor and shall bear interest at the rate specified in Section 2.07 of each Pledgor under this Section 5.06 shall survive termination of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Borrower agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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 any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 5.03 shall be payable on within 10 days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, the Borrower, Holdings and each Pledgor Grantor agree, jointly and severally agrees severally, to indemnify the the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates Lender and each Related Party of their respective directors, trustees, officers, employees, agents and advisors any of the foregoing Persons (each such Person being called an “Indemnitee”) and the other Indemnitees against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of, of (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and herebyhereunder, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 primarily from the gross negligence or willful misconduct of such Indemnitee. To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives any claim against any Indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of proceeds thereof. Each Grantor acknowledges and agrees that such Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each material contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations therefor and shall bear interest, on and from the date of each Pledgor under this demand, at the rate specified in Section 5.06 shall survive termination 2.06(a) of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the Indenture. (b) Without limitation of its indemnification obligations under the other Noteholder Note Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees Agent against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursementsdisbursements (except the allocated cost of in-house counsel), incurred by or asserted against any Indemnitee Collateral Agent arising out of, in connection with, or as a result of, of (i) the execution, delivery or performance of this Agreement or any other Noteholder Note Document to which such Grantor is a party or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, hereby or (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee the Collateral Agent is a party thereto; provided that such indemnity shall not, as to any Indemnitee, not 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 Indemniteethe Collateral Agent. (c) Any such amounts payable as provided hereunder shall be additional Notes Note Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Note Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Note Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreementtherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees indemnitees against, and hold each Indemnitee indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related reasonable out of pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any indemnitee, incurred by or asserted against any Indemnitee indemnitee arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee indemnitee is a party theretothereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided provided, however, that such indemnity shall not, as to any Indemniteeindemnitee, 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 wilful misconduct of such Indemniteeindemnitee. To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives any claim against any indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations therefor and shall bear interest, on and from the date of each Pledgor under this demand, at the rate specified in Section 5.06 shall survive termination 2.06(a) of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureSecond Lien Credit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all lossescosts, claims, damages, liabilities and related expenses, expenses (including reasonable counsel fees, out-of-pocket disbursements and other charges of one primary counsel and disbursementsone local counsel to the Indemnitees (taken as a whole) in each relevant jurisdiction; provided, incurred that if (a) one or more Indemnitees shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (b) the representation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or asserted against any Indemnitee potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction) and liabilities arising out of, of or in connection with, or as a result of, (i) with the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee is a party theretothereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossescosts, claims, damages, expenses or liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful wilful misconduct of such Indemnitee or material breach of its obligations hereunder. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives any claim against any Indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.05 shall remain operative and in full force and effect regardless of the survive termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally Xxxxx agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, of (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, foregoing 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Guaranteed Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 4.05 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 4.05 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Transaction Documents, each Pledgor jointly and severally the Grantor agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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 wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security DocumentsPerformance Guarantee. The provisions of this Section 5.06 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Transaction Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Transaction Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 4.03 shall be payable on within 10 days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation The parties hereto agree that the Collateral Agent shall be entitled to indemnification as provided in Section 9.05 of the Credit Agreement. (c) By its indemnification obligations under acceptance of the other Noteholder Documentsbenefits hereof, each Pledgor jointly Lender and severally Issuing Bank agrees (i) to indemnify reimburse the Collateral Agent, on demand, in the Trusteeamount of its pro rata share (based on its Commitments, or if such Commitments shall have expired or terminated, in accordance with the Holdersrespective principal amounts of its applicable outstanding Loans or portion of outstanding Revolving L/C Disbursements owed to it, each as applicable), of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and any reasonable expenses incurred by the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesCollateral Agent, including reasonable counsel feesfees and compensation of agents and employees paid for services rendered on behalf of the Collateral Agent which shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the Collateral Agent and any of its directors, charges officers, employees or agents, on demand, in the amount of such pro rata share, from and disbursementsagainst any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Collateral Agent or any Indemnitee of them in any way relating to or arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement action taken or instrument contemplated hereby omitted by it or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingthem under this Agreement or any other Loan Document, 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 the same shall not have been reimbursed by the Borrower, provided that no Lender or Issuing Bank shall be liable to the Collateral Agent for any portion of such liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, expenses or related expenses are determined disbursements to the extent found in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemniteethe Collateral Agent or any of its directors, officers, employees or agents. (cd) Any such amounts payable by any Grantor or Guarantor as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.05 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.05 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Grantor agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement (including the customary fees of the IndentureCollateral Agent for any ongoing monitoring or audits conducted by it with respect to the Collateral), (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. (b) Without limitation of its indemnification obligations under the other Noteholder Security Documents, each Pledgor the Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees Secured Parties (collectively, "Indemnitees") against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documentshereby. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentAgreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsNotes, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Security Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyHolder. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement as if such section were set out in full herein and references to “the Borrowers” and “the Parent Borrower” therein were references to “each Guarantor.” (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally Guarantor agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel and documented fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing agreements or to the Collateralinstruments 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 losses, claims, damages, liabilities or and related expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or controlling Persons or any of the officers, directors, employees, agents, advisors or members of any of the foregoing, in each case who are involved in or aware of the Transaction (as determined by a court of competent jurisdiction by in a final and nonappealable judgment non-appealable decision), (y) a material breach of this Agreement by such Indemnitee or one of its Affiliates or (z) disputes solely between and among such Indemnitees to have resulted the extent such disputes do not arise from any act or omission of a Borrower or any of its Affiliates (other than with respect to a claim against an Indemnitee acting in its capacity as an Agent or Lead Arranger or similar role under the Loan Documents unless such claim arose from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured guaranteed hereby and secured by the other Security Collateral Documents. The provisions of this Section 5.06 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 4.03 shall be payable on within ten days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the IndentureCredit Agreements. (b) Without limitation of its indemnification obligations under the other Noteholder Credit Documents, each Pledgor Grantor and each Guarantor, to the fullest extent permitted under law, jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in each Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) of the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing 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 shall have resulted from the gross negligence or willful wilful misconduct of such IndemniteeIndemnitee or from the breach of any of its obligations set forth in any Credit Document. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on promptly after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable expenses incurred hereunder as provided in the First Lien Intercreditor Agreement and in Section 7.07 9.03 of the Revolving Credit Agreement (whether or not in effect at the time such expense is incurred), and, without prejudice or limitation to the provisions of the Indenture, any reasonable and documented out-of-pocket expenses incurred by the Trustee, the Collateral Agent and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Trustee and the Collateral Agent (and any local counsel that the Trustee or Collateral Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), in connection with the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated). (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.03 of the Revolving Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingagreement or instrument contemplated hereby, or to the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, 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 IndemniteeIndemnitee or any of its Related Parties. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.03 shall be payable on promptly after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally Parent agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 result primarily from the gross negligence or willful misconduct of such Indemnitee treating for the purposes of this Section 6.06(b) only any Secured Creditor and its Related Persons as a single Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documentshereunder. The provisions of this Section 5.06 6.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyCreditor. All amounts due under this Section 5.06 6.06 shall be payable on written demand therefor. All obligations therefor accompanied by a reasonably detailed computation of each Pledgor under this Section 5.06 shall survive termination of this Agreementthe amounts so to be paid).

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 7.07 11.01 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Credit Documents, each Pledgor Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of other Secured Creditor and their respective Affiliates and each of their respective directorssuccessors, trustees, officersassigns, employees, affiliates and agents and advisors (each such Person being called an hereinafter in this Section 7.03 referred to individually as “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any external counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document actual or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreements or instruments contemplated hereby, 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 and related out-of-pocket expenses have resulted from the Indemnitee’s (or related expenses are such affiliate’s) bad faith, gross negligence, willful misconduct or breach of its obligations under this Agreement (in each case, as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemniteenon-appealable decision). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyCreditor. All amounts due under this Section 5.06 7.03 shall be payable on within 15 days after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, each Pledgor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any rights of the Collateral Agent hereunder or (iv) the failure of any Pledgor to perform or observe any of the provisions hereof applicable to it. (b) Without limitation of its indemnification obligations under the other Noteholder Indenture Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates Holders and each Affiliate of their respective directors, trustees, officers, employees, agents and advisors the foregoing Persons (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Indenture Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Offering Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor and Guarantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any rights of the Collateral Agent hereunder or (iv) the failure of any Grantor or any Guarantor to perform or observe any of the provisions hereof applicable to it. (b) Without limitation of its indemnification obligations under the other Noteholder Indenture Documents, each Pledgor Grantor and Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates Holders and each Affiliate of their respective directors, trustees, officers, employees, agents and advisors the foregoing Persons (each such Person being called an “Indemnitee”"INDEMNITEE") and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Collateral Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Collateral Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 6.03 shall be payable on written demand therefor. (d) The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein. All The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any Grantor to the Collateral, as to the security afforded by this Agreement or any other Security Document or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any Security Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. Except as may be expressly provided in any Security Document, the Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to the Grantors or to the holders of the Notes as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. The Collateral Agent shall have no obligations to file any UCC financing statements or UCC continuation statements except at the written direction of each Pledgor the Grantors or the Trustee and upon receipt of such statements completed and in a proper form for filing provided to the Collateral Agent at least five Business Days in advance of any requested filing date. The Collateral Agent shall have no obligations to file any document with any foreign or domestic patent, trademark or copyright office, or any foreign governmental, municipal or other office. The Collateral Agent shall not be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Collateral Agent shall be liable for losses due to its willful misconduct, gross negligence or bad faith. The Collateral Agent shall not be required to ascertain or inquire as to the performance by any Grantor of any of the covenants or agreements contained herein or in the Indenture, the Notes or the Security Documents. Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken or omitted to be taken by any such person in connection with this Agreement or any other Security Document except for such person's own gross negligence, willful misconduct or bad faith. The Collateral Agent may execute any of the powers granted under this Section 5.06 Agreement or any of the other Security Documents and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall survive termination not be responsible for the misconduct of any agents or attorneys-in-fact selected by it with due care. (e) Subject to any additional requirements provided herein or in the Indenture, in the performance of its duties under this Collateral Agreement the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of such Person, and absent gross negligence, willful misconduct or bad faith, the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. (f) The Collateral Agent may consult with counsel and, in the absence of bad faith, shall be fully protected in taking any action hereunder in accordance with any advice of such counsel. The Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the duties created hereunder or any of the Collateral from any court of competent jurisdiction. (g) The Collateral Agent shall be fully protected in relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it believes to be genuine and to have been signed or presented by the proper party or parties. In the absence of its gross negligence, willful misconduct or bad faith the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinions furnished to the Collateral Agent in connection with this Agreement and the other Security Documents. (h) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a written notice of Event of Default. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a notice of Event of Default to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate so furnished to it and shall have no obligation to take or omit to take any action with respect to such notice of Event of Default. (i) If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder, under the Indentures or under any Security Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (j) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent's acceptance of appointment as provided in this Section 6.03. (i) The Collateral Agent may resign in writing at any time by so notifying the Grantors and the Trustee and will thereafter be discharged from the duties created hereby upon the effectiveness of the Collateral Agent's resignation pursuant to subclause (iv) below. The Grantors or the Trustee may remove the Collateral Agent if: (A) the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under Title 11, U.S. Code or any similar federal or state law for the relief of debtors; (B) a custodian or public officer takes charge of the Collateral Agent or its property; or (C) the Collateral Agent becomes incapable of acting. (ii) If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Trustee shall promptly appoint a successor Collateral Agent. (iii) If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (iv) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent, the Indenture Trustee and the Grantors. Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Collateral Agreement. The successor Collateral Agent shall mail a notice of its succession to the Indenture Trustee. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent, provided all sums owing to the Collateral Agent hereunder have been paid. Notwithstanding replacement of the Collateral Agent pursuant to this Section 6.03, the Grantor's obligations under Sections 6.03(a), (b) and (c) hereof shall continue for the benefit of the retiring Collateral Agent, and the Grantors shall pay to any such replaced or removed Collateral Agent all amounts owed to such replaced or removed Collateral Agent under Sections 6.03(a), (b) and (c) hereof upon such replacement or removal.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof applicable to it. (b) Without limitation of its indemnification obligations under the other Noteholder Indenture Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates Holders and each Affiliate of their respective directors, trustees, officers, employees, agents and advisors the foregoing Persons (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Indenture Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Securities or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 9.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 9.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement, accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 7.07 12.01 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Credit Documents, each Pledgor Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of other Secured Creditor and their respective Affiliates and each of their respective directorssuccessors, trustees, officersassigns, employees, affiliates and agents and advisors (each such Person being called an hereinafter in this Section 7.03 referred to individually as “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any external counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document actual or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreements or instruments contemplated hereby, 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 and related out-of-pocket expenses have resulted from the Indemnitee’s (or related expenses are such affiliate’s) gross negligence, willful misconduct or breach of its obligations under this Agreement (in each case, as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemniteenon-appealable decision). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyCreditor. All amounts due under this Section 5.06 7.03 shall be payable on within 15 days after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related out of pocket expenses, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee is a party theretothereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided provided, however, 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. To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives any claim against any Indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any Loan or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.07 shall be payable on written demand therefor. All obligations therefor and shall bear interest, on and from the date of each Pledgor under this demand, at the rate specified in Section 5.06 shall survive termination 2.04(a) of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Collateral Agent shall be entitled to reimbursement of for its reasonable and documented out-of-pocket fees and expenses incurred hereunder as provided in in, and subject to the limitations set forth in, Section 7.07 9.03 of the IndentureCredit Agreement; provided that each reference therein to “the Borrower” shall be deemed to be a reference to “each Grantor” or the “Grantors” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent.” (b) Without limitation of its indemnification obligations under Each Grantor, jointly with the other Noteholder DocumentsGrantors and severally, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees againstas provided in, and hold each Indemnitee harmless fromsubject to the limitations set forth in, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation Section 9.03 of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee is a party theretoCredit Agreement; provided that such indemnity shall not, as to any Indemnitee, be available each reference therein to the extent that such losses, claims, damages, liabilities “Borrower” shall be deemed to be a reference to “each Grantor” or related expenses are determined by the “Grantors” and each reference therein to the “Administrative Agent” shall be deemed to be a court of competent jurisdiction by final and nonappealable judgment reference to have resulted from the gross negligence or willful misconduct of such Indemnitee“Collateral Agent.” (c) Any such amounts payable To the fullest extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Indemnitee as provided hereunder in Section 9.03(d) of the Credit Agreement; provided that, each reference therein to “the Borrower” shall be additional Notes Obligations secured hereby deemed to be a reference to “each Grantor” or the “Grantors” and by each reference therein to the other Security Documents. “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent.” (d) The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on not later than thirty (30) Business Days after written demand therefor. All obligations of each Pledgor under ; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.06 5.03. Any such amounts payable as provided hereunder shall survive termination of this Agreementbe additional Secured Obligations.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, each Pledgor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any rights of the Collateral Agent hereunder or (iv) the failure of any Pledgor to perform or observe any of the provisions hereof applicable to it. (b) Without limitation of its indemnification obligations under the other Noteholder Indenture Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates Holders and each Affiliate of their respective directors, trustees, officers, employees, agents and advisors the foregoing Persons (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Indenture Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Obligor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, litigation, investigations or proceedings and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted or brought against any Indemnitee arising out of, in connection any way connected with, or as a result of, of (i) the execution, execution or delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the any transactions contemplated by the Indenture and hereby, hereby or (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 liabilities, litigation, investigations or proceedings or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted result primarily from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties (any such Indemnitee and its Related Parties treated, for this purpose only, as a single Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The Without prejudice to the survival of any other agreements contained herein, the provisions of this Section 5.06 7.05 shall remain operative and survive the payment in full force of the principal and effect regardless interest under the Credit Agreement, the expiration of the Letters of Credit, the termination of the Commitments and the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.05 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the Indenture. (b) Without limitation of its indemnification obligations under the other Noteholder Indenture Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees Agent against, and hold each Indemnitee the Collateral Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee the Collateral Agent arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement or any other Noteholder Indenture Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee the Collateral Agent is a party thereto; provided that such indemnity shall not, as to any Indemniteethe Collateral Agent, 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 Indemniteethe Collateral Agent. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees indemnitees against, and hold each Indemnitee indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related out of pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any indemnitee, incurred by or asserted against any Indemnitee indemnitee arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document Guaranty or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee indemnitee is a party theretothereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided provided, however, that such indemnity shall not, as to any Indemniteeindemnitee, 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 wilful misconduct of such Indemniteeindemnitee. To the extent permitted by applicable law, no Guarantor shall assert, and each Guarantor hereby waives any claim against any indemnitee, 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, this Guaranty or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 3.05 shall remain operative and in full force and effect regardless of the termination of this Agreement Guaranty or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement Guaranty or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 3.05 shall be payable on written demand therefor. All obligations therefor and shall bear interest, on and from the date of each Pledgor under this demand, at the rate specified in Section 5.06 shall survive termination 2.08(a)(iii) of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.03 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee is a party thereto; provided 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 wilful misconduct of such Indemnitee or any of its Related Parties. To the extent permitted by applicable law, each Grantor and each Guarantor shall not assert, and hereby waives, any claims against any Indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.03 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its fees and expenses incurred hereunder as provided in Section 7.07 13.5 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Documents, each Each Pledgor jointly and severally agrees to indemnify pay, and to save the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, including reasonable counsel feesactions, charges and disbursementsjudgments, incurred by suits, costs, expenses or asserted against disbursements of any Indemnitee arising out of, in connection with, or as a result of, (i) kind whatsoever that may at any time occur with respect to the execution, delivery or delivery, enforcement, performance and administration of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 the Borrower would be required to do so pursuant to Section 12.7 of the Credit Agreement. All amounts for which any Pledgor is liable pursuant to this Section 5.06 shall be due and payable by such lossesPledgor to the Secured Parties within 10 Business Days of receipt by such Pledgor of an invoice relating thereto setting forth such expense in reasonable detail, claimsaccompanied, damagesif requested by such Pledgor, 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 Indemniteereasonable supporting documentation. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Credit Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on within ten Business Days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Loans or the B/As or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have (A) resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or (B) arisen from a material breach by such Indemnitee of its obligations hereunder or under any other Loan Document, or (y) have arisen from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the U.S. Borrower or any other Pledgor or any of their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Collateral Agent in such capacity). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Borrower agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel fees, charges and disbursementsdisbursements of any counsel for any Indemntee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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 any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 5.03 shall be payable on within 10 days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation The parties hereto agree that the Collateral Agent shall be entitled to indemnification as provided in Section 9.05 of the Credit Agreement. (c) By its indemnification obligations under acceptance of the other Noteholder Documentsbenefits hereof, each Pledgor jointly and severally Lender agrees (i) to indemnify reimburse the Collateral Agent, on demand, in the Trusteeamount of its pro rata share (in accordance with the respective principal amounts of its applicable outstanding Loans), of any expenses incurred by the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesCollateral Agent, including reasonable counsel feesfees and compensation of agents and employees paid for services rendered on behalf of the Collateral Agent, charges which shall not have been reimbursed by the Borrower and disbursements(ii) to indemnify and hold harmless the Collateral Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Collateral Agent or any Indemnitee of them in any way relating to or arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement action taken or instrument contemplated hereby omitted by it or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingthem under this Agreement or any other Loan Document, 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 the same shall not have been reimbursed by the Borrower, provided that no Lender shall be liable to the Collateral Agent for any portion of such liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, expenses or related expenses are determined disbursements to the extent found in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemniteethe Collateral Agent or any of its directors, officers, employees or agents. (cd) Any such amounts payable by any Obligor as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 7.05 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.05 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent (and any of its sub-agents) shall be entitled to compensation and reimbursement of its reasonable expenses incurred hereunder as provided in Section 7.07 10.02 of the Indenture. (b) Without limitation of its indemnification obligations under the Indenture and any other Noteholder DocumentsSecond-Lien Notes Document, each Pledgor Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral AgentAgent (and any of its sub-agents), the Trustee, the Holders, each of their respective its Affiliates and each of their respective directors, trustees, officers, employees, agents advisors, agents, affiliates (including without limitation, controlling persons), successors, partners, representatives, trustees and advisors assignees (each such Person being called an hereinafter in this Section 7.03 referred to individually as “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of two primary counsel and one local counsel for each relevant jurisdiction to such Indemnitees (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Indemnitee may retain its own counsel), incurred by by, imposed on or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any investigation, litigation or other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreements or instruments contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity no Grantor of Guarantor shall not, as have any obligation hereunder to any Indemnitee, be available Indemnitee with respect to indemnified liabilities to the extent that such losses, claims, damages, liabilities or related expenses are it has been determined by a final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Second-Lien Notes Obligations secured hereby and by the Indenture or any other Second-Lien Notes Security DocumentsDocument. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentSecond-Lien Notes Security Documents, the consummation of the transactions contemplated hereby, the repayment of any of the Second-Lien Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement Agreement, the Indenture or any other Noteholder Second-Lien Notes Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party, or any resignation or removal of the Collateral Agent. All amounts due under this Section 5.06 7.03 shall be payable on within 15 days after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses and its fully allocated internal costs, including the reasonable fees and expenses of its counsel and of any experts or agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (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 any Grantor to perform or observe any of the provisions hereof. If the Grantors shall fail to do any act or thing that they have covenanted to do hereunder or any representation or warranty of the Grantors hereunder shall be entitled breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to reimbursement of its expenses be done or remedy any such breach and there shall be added to the Obligations the cost or expense incurred hereunder as provided by the Collateral Agent in Section 7.07 of the Indentureso doing. (b) Without limitation of its their indemnification obligations under the other Noteholder Credit Transaction Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges fees and disbursementsexpenses, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) of the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 21 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentAgreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, Credit Transaction Document or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 21 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 therefor and shall survive termination of this bear interest at the Alternate Base Rate (as defined in the Credit Agreement) plus 2%.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Collateral Agent shall be entitled to reimbursement of for its reasonable and documented out-of-pocket fees and expenses incurred hereunder as provided in in, and subject to the limitations set forth in, Section 7.07 9.03 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under Each Grantor, jointly with the other Noteholder DocumentsGrantors and severally, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees againstas provided in, and hold each Indemnitee harmless fromsubject to the limitations set forth in, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation Section 9.03 of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 IndemniteeCredit Agreement. (c) Any such amounts payable To the fullest extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Indemnitee as provided hereunder in Section 9.03(d) of the Credit Agreement; provided that, in each of paragraphs (a), (b) and (c) above, each reference therein to “the Borrower” shall be additional Notes Obligations secured hereby deemed to be a reference to “each Grantor” and by each reference therein to the other Security Documents. “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent.” (d) The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on not later than thirty (30) Business Days after written demand therefor. All obligations of each Pledgor under ; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 5.06 5.03. Any such amounts payable as provided hereunder shall survive termination of this Agreementbe additional Secured Obligations.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of a single counsel in New York and such other local and special counsel as may be entitled to reimbursement reasonably necessary in connection therewith and of its expenses incurred hereunder as provided any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement (including the customary fees and charges of the IndentureCollateral Agent for any audits conducted by it or on its behalf with respect to the Accounts Receivable or Inventory), (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 any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) that are Lenders or Related Parties thereof against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 6.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyLender. All amounts due under this Section 5.06 6.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04(a) of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Loan Party jointly and severally agrees to indemnify defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, (as defined in Section 10.04(b) of the Credit Agreement) from and hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided that no Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability arises from the gross negligence or wilful misconduct of such Indemnitee. To the extent permitted by applicable Law, claimsno Loan Party shall assert, damagesand each Loan Party hereby waives, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted any claim against any Indemnitee Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, (i) the executionor in any way related to, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument Loan Document, the transactions contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder any Loan or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of the proceeds of the Notes thereof or (iii) any claimact or omission or event occurring in connection therewith, litigationand each Loan Party hereby waives, investigation releases and agrees not to sxx upon any such claim or proceeding relating to any of the foregoing, or to the Collateralsuch damages, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as accrued and whether or not known or suspected 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 Indemniteeexist in its favor. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Loan Documents. The provisions of this Section 5.06 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 6.03 shall be payable on promptly after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.03 of the Revolving Credit Agreement, Section 9.03 of the Term Loan Credit Agreement and Section 4.16 of the Indenture. (b) Without limitation of its indemnification obligations under the other Noteholder Transaction Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates Agent and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees (defined as such in any of Section 9.03 of the Revolving Credit Agreement, Section 9.03 of 33 the Term Loan Credit Agreement or Section 4.17 of the Indenture) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoinghereto, 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Transaction Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Transaction Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04(a) of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Loan Party jointly and severally agrees to indemnify defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, (as defined in Section 10.04(b) of the Credit Agreement) from and hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided that no Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability arises from the gross negligence or wilful misconduct of such Indemnitee. To the extent permitted by applicable Law, claimsno Loan Party shall assert, damagesand each Loan Party hereby waives, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted any claim against any Indemnitee Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, (i) the executionor in any way related to, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument Loan Document, the transactions contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder any Loan or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of the proceeds of the Notes thereof or (iii) any claimact or omission or event occurring in connection therewith, litigationand each Loan Party hereby waives, investigation releases and agrees not to xxx upon any such claim or proceeding relating to any of the foregoing, or to the Collateralsuch damages, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as accrued and whether or not known or suspected 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 Indemniteeexist in its favor. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.03 shall be payable on promptly after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.03 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Borrower agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 5.03 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 7.07 SECTION 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section SECTION 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or Agreement, any other Noteholder Credit Agreement Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or Agreement, any other Noteholder Credit Agreement Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section SECTION 5.06 shall be payable within fifteen days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may agree) of written demand therefor. All obligations of each Pledgor under therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) The agreements in this Section SECTION 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement. (d) For the avoidance of doubt, the provisions of Article VIII of the Credit Agreement shall also apply to the Collateral Agent acting under or in connection with this Agreement. No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (ba) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursementsdisbursements (except the allocated cost of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement or Agreement, any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture hereby and herebythereby, (ii) the use of proceeds of the Notes Loans or the use of any Letter of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee is a party theretothereto and regardless of whether or not any of the foregoing is raised or initiated by a third party or any Pledgor or any Subsidiary of Holdings; 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 (for purposes of this proviso only, “Indemnitee” shall not include any agents or advisors). (cb) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All therefor accompanied by reasonable documentation with respect to any reimbursement indemnification or other amount requested. (c) In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (d) To the fullest extent permitted by applicable law, none of the parties hereto shall be responsible or liable to any other party or any other person or entity for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of, this Agreement; provided that each Pledgor under shall indemnify and reimburse any Indemnitee for any special, indirect, consequential or punitive damages that such Indemnitee may be liable for to the extent otherwise reimbursable pursuant to this Section 5.06. (e) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation or duplication of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities liabilities, penalties and related reasonable out of pocket expenses, including the reasonable counsel fees, charges and disbursementsdisbursements of one counsel in each relevant jurisdiction (and any such additional counsel, if necessary, as a result of actual or potential conflicts of interest) for all Indemnitees, incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee is a party theretothereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, penalties 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 wilful misconduct of such Indemnitee. To the extent permitted by applicable law, neither any Grantor nor the Collateral Agent nor any Indemnitee shall assert, and each hereby waives any claim against any Indemnitee, any Grantor and the Collateral Agent, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on within 30 days after written demand therefor. All obligations therefor and shall bear interest, on and from the date of each Pledgor under this demand, at the rate specified in Section 5.06 shall survive termination 2.06(a) of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable counsel and documented fees, charges and disbursementsdisbursements of one firm of counsel and one firm of local counsel in each relevant jurisdiction (and, if reasonably necessary, one special counsel) for the Collateral Agent, and one firm of counsel and one firm of local counsel in each relevant jurisdiction (and, if reasonably necessary, one special counsel) for all of the Lenders taken as a whole (and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel for each affected Lender) incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee is a party theretothereto or whether initiated by a third party or by a Loan Party or any Affiliate or shareholder thereof; provided provided, however, 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 (x) the gross negligence or willful wilful misconduct of such Indemnitee (y) arising from such Indemnitee’s material breach of this Agreement or any other Loan Document or (z) any dispute solely among Indemnitees and not arising out of any act or omission of Terex or any of its Affiliates (other than any proceeding against any Indemnitee solely in its capacity or in fulfilling its role as Administrative Agent, Collateral Agent, Issuing Bank, Swingline Lender, Lead Arranger or any similar role, in each case, in its capacity as such). To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives any claim against any Indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on within ten Business Days of written demand therefor. All obligations therefor and shall bear interest, on and from the date of each Pledgor under this demand, at the rate specified in Section 5.06 shall survive termination 2.06(a) of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureLoan Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.05 of the Loan Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee is a party thereto; provided 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 result primarily from the gross negligence or willful misconduct of such Indemnitee (treating for the purposes of this Section 7.06(b) only any Second Lien Secured Party and its Related Parties as a single Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documentshereunder. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Second Lien Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations therefor (accompanied by a reasonably detailed computation of each Pledgor under this Section 5.06 shall survive termination of this Agreementthe amounts to be paid).

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree Each Pledgor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts or agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (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 Pledgors to perform or observe any of the provisions hereof. If the Pledgors shall fail to do any act or thing that they have covenanted to do hereunder or any representation or warranty of the Pledgors hereunder shall be entitled breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to reimbursement of its expenses be done or remedy any such breach and there shall be added to the Obligations the cost or expense incurred hereunder as provided by the Collateral Agent in Section 7.07 of the Indentureso doing. (b) Without limitation of its their indemnification obligations under the other Noteholder Credit Transaction Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees Indemnities against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges fees and disbursementsexpenses, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided , 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 5.07 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentAgreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, Credit Transaction Document or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 therefor and shall survive termination of this bear interest at the Alternate Base Rate (as defined in the Credit Agreement) plus 2%.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the Indenture. (b) Without limitation of its indemnification obligations under the other Noteholder Indenture Documents, each Pledgor Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees Agent against, and hold each Indemnitee the Collateral Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable counsel fees, charges and disbursementsdisbursements of counsel for the Collateral Agent, incurred by or asserted against any Indemnitee the Collateral Agent arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee the Collateral Agent is a party thereto; provided provided, that such indemnity shall not, as to any Indemniteethe Collateral Agent, 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 Indemniteethe Collateral Agent. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security DocumentsCollateral Agreements. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.03 shall be payable on written demand therefor. All obligations . (d) The Collateral Agent shall be under no obligation to exercise any of each Pledgor under the rights or powers vested in it by this Section 5.06 shall survive termination Agreement at the request or direction of this Agreementthe Trustee (on behalf of Holders of a majority in principal amount of the Notes) or the Holders of a majority in principal amount of the Notes, directly, unless the Holders of a majority in principal amount of the Notes have offered to the Collateral Agent security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 11.03 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Credit Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Administrative Agent, the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees (as defined in Section 9.08 of the Credit Agreement), against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges fees and disbursementsexpenses, incurred by or asserted against any Indemnitee arising out of, in connection with, of or as a result of, of (i) the execution, execution or delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 negligence, bad faith, or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 7.03 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors (other than in the case where such litigation or proceeding is brought by the Borrower and the Borrower prevails), an Indemnitee or any other person or an Indemnitee is otherwise a party thereto. In no event, however, shall any Indemnitee or any Grantor be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings); provided that nothing herein shall limit the Grantors’ indemnity and reimbursement obligations to the extent that such special, indirect, consequential or punitive damages are included in any claim by a third party unaffiliated with any Indemnitee with respect to which the applicable Indemnitee is entitled to indemnification hereunder. This Section 7.03 shall not apply with respect to Taxes or Excluded Taxes other than any Taxes or Excluded Taxes that represent losses or damages arising from any non-Tax claim. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Credit Document, any resignation of the Administrative Agent, Collateral Agent, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.03 shall be payable on within thirty (30) Business Days after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the Indentureeach Credit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees indemnitees against, and hold each Indemnitee indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related out of pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of not more than one counsel in each relevant jurisdiction (unless any indemnitee asserts in good faith that the nature of its claims requires it to be represented by separate counsel), reasonably incurred by or asserted against any Indemnitee indemnitee arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee indemnitee is a party theretothereto or whether initiated by a third party or by a Grantor or any Affiliate thereof; provided provided, however, that such indemnity shall not, as to any Indemniteeindemnitee, be available to the extent that for such losses, claims, damages, liabilities or related expenses are (x) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemniteeindemnitee, (y) arising from such indemnitee’s material breach of this Agreement or any other Loan Document or (z) arising out of any claim, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and that is brought by an indemnitee against any other indemnitee (other than the Administrative Agents, the Collateral Agent or any bookrunner or lead arranger for the Credit Facilities, in each case, in its capacity as such). To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives any claim against any indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 11.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 11.06 shall be payable on written demand therefor. All obligations therefor and shall bear interest, on and from the date of each Pledgor under this demand, at the rate specified in Section 5.06 shall survive termination 2.06(a) of this the Term Loan Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally Guarantor agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transaction and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 result primarily from the gross negligence or willful misconduct of such Indemnitee (treating for the purposes of this Section 6.06(b) only, any Secured Party and its Related Parties as a single Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Documentshereunder. The provisions of this Section 5.06 6.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 6.06 shall be payable on written demand therefor. All obligations therefor (accompanied by a reasonably detailed computation of each Pledgor under this Section 5.06 shall survive termination of this Agreementthe amounts so to be paid).

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor and each Pledgor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral or Pledged Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor or Pledgor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder Indenture Documents, each Grantor and each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates Noteholders and each Affiliate of their respective directors, trustees, officers, employees, agents and advisors the foregoing persons (each such Person being called an “"Indemnitee”") and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, hereto or to the Collateral or Pledged 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 bad faith, negligence or willful wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Note Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Note Obligations, the invalidity or unenforceability of any term or provision of this Agreement or Agreement, any other Noteholder Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof applicable to it. (b) Without limitation of its indemnification obligations under the other Noteholder Security Documents, the Collateral Sharing Agreement, the Senior Loan Documents or the Indenture Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement Agreement, any other Security Document, the Collateral Sharing Agreement, any Senior Loan Document or any other Noteholder Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Security Document, the Collateral Sharing Agreement, any Senior Loan Document or any other Noteholder Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations therefor and shall bear interest at the rate specified in Section 2.13(c) of each Pledgor under this Section 5.06 shall survive termination of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Without limiting any of its obligations under the Credit Agreement or other Loan Documents but subject to any applicable limitations on expenses set forth in the Credit Agreement, the Grantor agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable and documented expenses, including the reasonable and documented fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Grantor agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel and documented fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 8.6 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Loans or other Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyLender. All amounts due under this Section 5.06 8.6 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor and Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees indemnitees against, and hold each Indemnitee indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related out of pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any indemnitee, incurred by or asserted against any Indemnitee indemnitee arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee indemnitee is a party theretothereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided provided, however, that such indemnity shall not, as to any Indemniteeindemnitee, 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 bad faith, gross negligence or willful wilful misconduct of such Indemniteeindemnitee. To the extent permitted by applicable law, no Grantor or Guarantor shall assert, and each Grantor and Guarantor hereby waives any claim against any indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations therefor and shall bear interest, on and from the date of each Pledgor under this demand, at the rate specified in Section 5.06 shall survive termination 2.06(a) of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Collateral Agent for its fees and expenses in connection with the preparation and administration of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be entitled to reimbursement consummated) or incurred by the Collateral Agent or any Purchaser in connection with the enforcement or protection of its expenses rights in connection with this Agreement, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel and incurred hereunder as provided in Section 7.07 8.3 of the IndentureNote Purchase Agreement. (b) Without limitation of its indemnification obligations under Each Grantor, jointly with the other Noteholder DocumentsGrantors and severally, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees againstas provided in Section 7.11 of the Note Purchase Agreement mutatis mutandis. (c) To the fullest extent permitted by applicable law, no Grantor shall assert, and hold each Indemnitee harmless fromGrantor hereby waives, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted claim against any Indemnitee for any direct or actual damages arising out offrom the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection withwith this Agreement, or as a result ofthe Note Purchase Agreement, (i) the execution, delivery or performance of this Agreement or any other Noteholder Note Document or any agreement or instrument the transactions contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 direct or related expenses actual damages are determined by a court of competent jurisdiction by final and nonappealable in a final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Note Documents by, such Indemnitee or its Related Parties. To the fullest extent permitted by applicable law, neither any Grantor nor any Indemnitee shall assert, and each hereby waives, any claim against any Grantor or any Indemnitee, as applicable, 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, this Agreement, the Note Purchase Agreement, any other Note Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Note or Letter of Credit or the use of the proceeds thereof. (cd) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Note Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Note Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on not later than thirty (30) days after written demand therefor. All obligations of each Pledgor under this Section 5.06 Any such amounts payable as provided hereunder shall survive termination of this Agreementbe additional Obligations.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement (including the customary fees and charges of the IndentureCollateral Agent for any audits conducted by it or on its behalf with respect to the Account Rights or Inventory), (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 any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations therefor and shall bear interest at the rate specified in clause (c)(ii) of each Pledgor under this Section 5.06 shall survive termination 2.13 of this the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder counsel and of any experts or agents, which the Collateral Agent may incur in the manner and to the extent as provided set forth in Section 7.07 11.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Fundamental Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trusteeits officers, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called each, an “"Indemnitee”") and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Security Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 IndemniteeIndemnitee or any of its Affiliates. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 19.10 shall remain operative and in full force and effect regardless of the termination of this Security Agreement or any other Noteholder Fundamental Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligationsloans or advances under the Credit Agreement, the invalidity or unenforceability of any term or provision of this Security Agreement or any other Noteholder Fundamental Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyLender. All amounts due under this Section 5.06 19.10 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (ba) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursementsdisbursements (except the allocated cost of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement or Agreement, any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture hereby and herebythereby, (ii) the use of proceeds of the Notes Loans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee is a party theretothereto and regardless of whether or not any of the foregoing is raised or initiated by a third party or any Pledgor or any Subsidiary of Holdings; 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 primarily from the gross negligence or willful misconduct of such Indemnitee (for purposes of this proviso only, “Indemnitee” shall not include any agents or advisors). (cb) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All therefor accompanied by reasonable documentation with respect to any reimbursement indemnification or other amount requested. (c) In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (d) To the fullest extent permitted by applicable law, none of the parties hereto shall be responsible or liable to any other party or any other person or entity for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of, this Agreement; provided that each Pledgor under shall indemnify and reimburse any Indemnitee for any special, indirect, consequential or punitive damages that such Indemnitee may be liable for to the extent otherwise reimbursable pursuant to this Section 5.06. (e) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related out of pocket expenses, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing or to the Collateral, regardless of whether or not any Indemnitee is a party theretothereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that for such losses, claims, damages, liabilities or related expenses are (x) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee, (y) arising from such Indemnitee’s material breach of this Agreement or any other Loan Document or (z) arising out of any claim, litigation, investigation or proceeding that does not involve an act or omission of any Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than the Administrative Agent, the Collateral Agent or any bookrunner or lead arranger for the Credit Facilities, in each case, in its capacity as such). To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives any claim against any Indemnitee, 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, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.this

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally Parent agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee is a party thereto; provided 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 result primarily from the gross negligence or willful misconduct of such Indemnitee treating for the purposes of this Section 6.06(b) only any Secured Creditor and its Related Persons as a single Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documentshereunder. The provisions of this Section 5.06 6.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyCreditor. All amounts due under this Section 5.06 6.06 shall be payable on written demand therefor. All obligations therefor accompanied by a reasonably detailed computation of each Pledgor under this Section 5.06 shall survive termination of this Agreementthe amounts so to be paid).

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the IndentureIndenture and the equivalent provision of any Other First Priority Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder DocumentsIndenture Documents or any Other First Priority Agreement, each Pledgor jointly and severally agrees to indemnify the Collateral AgentAgent and its Affiliates, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement Agreement, any other Indenture Document or any other Noteholder Document Other First Priority Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, hereby or (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 6.06 shall remain operative and in full force and effect regardless of the termination of this Agreement Agreement, any other Indenture Document or any other Noteholder DocumentOther First Priority Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Indenture Document or any other Noteholder DocumentOther First Priority Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 6.06 shall be payable on written demand therefor. (d) For the avoidance of doubt, the provisions of Article VII of the Indenture applicable to the Trustee thereunder shall also apply to the Collateral Agent acting under or in connection with this Agreement. All obligations of each Pledgor under this Section 5.06 shall survive termination No provision of this AgreementAgreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonably related expenses, expenses (including the reasonable counsel fees, charges and disbursements, disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement or Agreement, any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by hereby or thereby or, in the Indenture case of the Administrative Agent (and herebyany sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents or (ii) the use of proceeds of the Notes any actual or (iii) any prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing brought by a third party or by any Grantor or any other Loan Party or any of such Borrower’s or such Loan Party’s directors, shareholders or to the Collateralcreditors, and regardless of 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 negligence, fraud, bad faith or willful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 8.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 8.03 shall be payable on within 10 Business Days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Borrower agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery delivery, performance or performance enforcement of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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 of any Affiliate, director, officer, employee, counsel, agent, trustee, investment advisor or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 5.03 shall be payable on within 10 days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree Borrower agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts or agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the collection from or other realization upon any of the Account Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collat eral Agent hereunder or (iv) the failure of the Borrower to perform or observe any of the provisions hereof. If the Borrower shall fail to do any act or thing that it has covenanted to do hereunder or any of its representations or warranties hereunder shall be entitled breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to reimbursement of its expenses be done or remedy any such breach and there shall be added to the Obligations the cost or expense incurred hereunder as provided by the Collateral Agent in Section 7.07 of the Indentureso doing. (b) Without limitation of its their indemnification obligations under the other Noteholder Credit Transaction Documents, each Pledgor jointly and severally the Borrower agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees Indemnities against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges fees and disbursementsexpenses, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, hereto or to the Account Collateral, whether or not any Indemnitee is a party thereto; provided , 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 6.07 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentAgreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, Credit Transaction Document or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 therefor and shall survive termination of this bear interest at the Alternate Base Rate (as defined in the Credit Agreement) plus 2%.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Pledgor agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees and expenses of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral of such Pledgor, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of such Pledgor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder DocumentsLoan Documents or the Note Agreements, each Pledgor jointly and severally agrees agrees, to the fullest extent permitted under applicable law, to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Secured Parties and the other Indemnitees Indemnified Parties against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges fees and disbursementsexpenses, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, hereto or to the Collateral, whether ,or not the Collateral Agent, any Indemnitee Secured Party or any other Indemnified Party is a party thereto; provided that provided, that, such indemnity shall not, as to the Collateral Agent, any IndemniteeSecured Party or any other Indemnified Party, 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 wilful misconduct of the Collateral Agent, any such IndemniteeSecured Party or any such other Indemnified Party. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations obligations secured hereby and by the other Security Documentshereby. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentAgreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsLoans, the Senior Notes, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Loan Document or any other Noteholder DocumentNote Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyLender or any Noteholder. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral in accordance with the terms hereof, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof applicable to it. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyLender. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to each Grantor. (b) Without limitation of its indemnification obligations under the other Noteholder DocumentsLoan Documents but subject to the limitations set forth in Section 10.05 of the Credit Agreement, each Pledgor jointly and severally the Borrower agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel and documented fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreements or instruments contemplated hereby, 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 (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 6.03 shall be payable on written demand therefor. All obligations paid within ten (10) Business Days of each Pledgor under this Section 5.06 shall survive termination receipt by the Borrower of this Agreementan invoice relating thereto setting forth such expenses in reasonable detail.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Without in anyway limiting any other reimbursement obligations contained under the other Loan Documents, the Mortgagor agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with the exercise, enforcement or protection of any of the Indenturerights of the Collateral Agent hereunder. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Mortgagor agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement Mortgage or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, hereto or to the CollateralMortgaged Property, 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 negligence, bad faith, or willful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.other

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent (and any of its sub-agents) shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 7.07 13.01 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder DocumentsSecured Debt Agreements but subject to any limitations on such indemnification obligations under such other Secured Debt Agreements, each Pledgor jointly and severally Grantor agrees to indemnify the Collateral Agent, the Trustee, the HoldersAgent (and any of its sub-agents), each of other Secured Creditor and their respective Affiliates and each of their respective officers, directors, trustees, officers, employees, agents representatives, agents, affiliates, trustees and investment advisors (each such Person being called an hereinafter in this Section 7.03 referred to individually as “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable out-of-pocket expenses, including the reasonable counsel fees, charges and disbursementsdisbursements of one primary counsel and one counsel in each relevant local jurisdiction for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document actual or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreements or instruments contemplated hereby, 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 with respect to the extent that such losses, claims, damages, liabilities or and related out-of-pocket expenses are determined (i) to the extent incurred by a court reason of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee (as determined by a court of competent jurisdiction in a final decision), (ii) to the extent resulting from a material breach by such Indemnitee of its obligations or (iii) incurred in connection with disputes among any such Indemnitees, except for claims involving the Collateral Agent or any agent in its capacity as such. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentSecured Debt Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder DocumentSecured Debt Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyCreditor. All amounts due under this Section 5.06 7.03 shall be payable on within 15 days after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the Indenture. (b) Without limitation of its indemnification obligations under the other Noteholder Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations Noteholder Claims secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsNoteholder Claims, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Borrower agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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 (i) the gross negligence negligence, wilful misconduct or willful misconduct bad faith of such IndemniteeIndemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (ii) a material breach of this Agreement by such Indemnitee (other than any dispute against any Agent in its capacity as such). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 6.03 shall be payable on within 10 days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Without limiting any of its obligations under the Credit Agreement or other Loan Documents, each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable and documented expenses, including the reasonable and documented fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel and documented fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 243 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyLender. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Foreign Guarantor, jointly and severally severally, agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.05(b) of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Restatement Transactions and other transactions contemplated by the Indenture and hereby, hereby or (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, foregoing 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 wilful misconduct of such Indemnitee; provided, further, that no Foreign Guarantor shall be obligated by this Agreement to indemnify any Indemnitee for any losses, claims, damages, liabilities or related expenses that arise of, in connection with or result from Obligations that are not Guaranteed Foreign Obligations. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security DocumentsGuaranteed Foreign Obligations. The provisions of this Section 5.06 4.05 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Guaranteed Foreign Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 4.05 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.03 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Grantor agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentLoan Document or the Indenture, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder DocumentLoan Document or the Indenture, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 5.03 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Guarantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and other transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 result primarily from the gross negligence or willful misconduct of such Indemnitee (treating for the purposes of this Section 7.06(b) only any Secured Party and its Related Parties as a single Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documentshereunder. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.other

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureCredit Agreement. (b) Without limitation The parties hereto agree that the Collateral Agent shall be entitled to indemnification as provided in Section 9.05 of the Credit Agreement. (c) By its indemnification obligations under acceptance of the other Noteholder Documentsbenefits hereof, each Pledgor jointly and severally Lender agrees (i) to indemnify reimburse the Collateral Agent, on demand, in the Trusteeamount of its pro rata share (in accordance with the respective principal amounts of its applicable outstanding Loans), of any reasonable expenses incurred by the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesCollateral Agent, including reasonable counsel feesfees and compensation of agents and employees paid for services rendered on behalf of the Collateral Agent, charges which shall not have been reimbursed by the Borrower and disbursements(ii) to indemnify and hold harmless the Collateral Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Collateral Agent or any Indemnitee of them in any way relating to or arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement action taken or instrument contemplated hereby omitted by it or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingthem under this Agreement or any other Loan Document, 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 the same shall not have been reimbursed by the Borrower, provided that no Lender shall be liable to the Collateral Agent for any portion of such liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, expenses or related expenses are determined disbursements to the extent found in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemniteethe Collateral Agent or any of its directors, officers, employees or agents. (cd) Any such amounts payable by any Obligor as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 7.05 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.05 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.03 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoinghereto, 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 9.05 of the IndentureLoan Agreement. The parties hereto agree that the Collateral Agent shall be entitled to indemnification as provided in Section 9.05 of the Loan Agreement. (b) Without limitation By its acceptance of its indemnification obligations under the other Noteholder Documentsbenefits hereof, each Pledgor jointly Lender and severally each Secured Swap Agreement Counterparty agrees (i) to indemnify reimburse the Collateral Agent, on demand, in the Trusteeamount of its pro rata share (in accordance with its outstanding Secured Obligations as a percentage of the aggregate amount of outstanding Secured Obligations of all Lenders and Secured Swap Counterparties), of any reasonable expenses incurred by the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesCollateral Agent, including reasonable counsel feesfees and compensation of agents and employees paid for services rendered on behalf of the Collateral Agent, charges which are subject to reimbursement pursuant to Section 9.05 of the Loan Agreement and disbursementswhich shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the Collateral Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Collateral Agent or any Indemnitee of them in any way relating to or arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Loan Document or any agreement action taken or instrument contemplated hereby omitted by it or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingthem under this Agreement or any other Loan Document, 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 the same shall not have been reimbursed by the Borrower, provided that no Lender or Secured Swap Agreement Counterparty shall be liable to the Collateral Agent for any portion of such liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, expenses or related expenses are determined disbursements to the extent found in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemniteethe Collateral Agent or any of its directors, officers, employees or agents. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 8.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Document, the consummation of the transactions contemplated hereby, Loan Document or the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 8.03 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreementtherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder from each Guarantor as provided in Section 7.07 10.04 of the IndentureCredit Agreement as if such Section were set out in full herein and reference to “the Borrower” therein were references to “each Guarantor.” (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally Guarantor agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel and documented fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing agreements or to the Collateralinstruments 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 losses, claims, damages, liabilities or and related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee or (y) a material breach of this Agreement by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured guaranteed hereby and secured by the other Security Collateral Documents. The provisions of this Section 5.06 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 4.03 shall be payable on within ten days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Company agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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 wilful misconduct of such Indemnitee or any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 5.03 shall be payable on within 10 days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, that the Collateral Agent shall be entitled to reimbursement may incur in connection with (i) the administration of its expenses incurred hereunder as provided in Section 7.07 this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon, any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof applicable to it. (b) Without limitation of its indemnification obligations under the other Noteholder Indenture Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of Holders and their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors Related Parties (each such Person being called an “IndemniteeIndemnitees”) and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsNotes, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyHolder. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 therefor and shall survive termination of this Agreementbear interest at the rate per annum publicly announced by the Collateral Agent as its prime rate in effect at its principal office on the date such written demand is made.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the Indenture. (b) Without limitation of its indemnification obligations under the other Noteholder Note Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees Agent against, and hold each Indemnitee it harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursementsdisbursements (except the allocated cost of in-house counsel), incurred by or asserted against any Indemnitee the Collateral Agent arising out of, in connection with, or as a result of, of (i) the execution, delivery or performance of this Agreement or any other Noteholder Note Document to which such Grantor is a party or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, hereby or (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not any Indemnitee the Collateral Agent is a party thereto; provided that such indemnity shall not, as to any Indemnitee, not 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 negligence, bad faith or willful misconduct of such Indemniteethe Collateral Agent. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Note Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Note Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreementtherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the IndentureIndenture and the equivalent provision of any Other Pari Passu Lien Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder DocumentsIndenture Documents or any Other Pari Passu Lien Agreement, each Pledgor jointly and severally agrees to indemnify the Collateral AgentAgent and its Affiliates, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement Agreement, any other Indenture Document or any other Noteholder Document Other Pari Passu Lien Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, hereby or (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement Agreement, any other Indenture Document or any other Noteholder DocumentOther Pari Passu Lien Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Indenture Document or any other Noteholder DocumentOther Pari Passu Lien Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. (d) For the avoidance of doubt, the provisions of Article VII of the Indenture applicable to the Trustee thereunder shall also apply to the Collateral Agent acting under or in connection with this Agreement. All obligations of each Pledgor under this Section 5.06 shall survive termination No provision of this AgreementAgreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 10.04 of the IndentureCredit Agreement. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Borrower agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) 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 counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery delivery, performance or performance enforcement of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreement or instrument contemplated hereby, 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 of any Affiliate, director, officer, employee, counsel, agent, trustee, investment advisor or attorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 6.03 shall be payable on within 10 days of written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts or agents, that the Collateral Agent may incur in connection with (i) the administration of this Collateral Assignment, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Assigned Contracts, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of the Grantors to perform or observe any of the provisions hereof. If any Grantor shall fail to do any act or thing that it has covenanted to do hereunder or any representation or warranty of any Grantor hereunder shall be entitled breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to reimbursement of its expenses be done or remedy any such breach and there shall be added to the Obligations the cost or expense incurred hereunder as provided by the Collateral Agent in Section 7.07 of the Indentureso doing. (b) Without limitation of its indemnification obligations under the other Noteholder Credit Transaction Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges fees and disbursementsexpenses, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement Collateral Assignment or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, hereto or to the CollateralAssigned Contracts, 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 14 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentCollateral Assignment, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement Collateral Assignment or any other Noteholder Document, Credit Transaction Document or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 14 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 therefor and shall survive termination of this bear interest at the Alternate Base Rate (as defined in the Credit Agreement) plus 2%.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder, or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder Transaction Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of Secured Parties and their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any such 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Transaction Document, the consummation of the transactions contemplated herebythereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, Transaction Document or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this therefor given in accordance with Section 5.06 shall survive termination of this Agreement7.01.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor, jointly with the other Guarantors and severally, agrees to reimburse the Collateral Agent shall be entitled to reimbursement of for its fees and expenses incurred hereunder as provided in Section 7.07 9.03(a) and Section 9.03(b) of the IndentureCredit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Guarantor.” (b) Without limitation of its indemnification obligations under To the other Noteholder Documentsfullest extent permitted by applicable law, each Pledgor jointly and severally agrees to indemnify the Collateral Agentno Guarantor shall assert, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless fromGuarantor hereby waives, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted claim against any Indemnitee arising out of, in connection with, or as a result of, (i) for any direct or actual damages arising from the executionuse by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, delivery electronic or performance of other information transmission systems (including the Internet) in connection with this Agreement or any the other Noteholder Document Loan Documents or any agreement or instrument the transactions contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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 direct or related expenses actual damages are determined by a court of competent jurisdiction by in a final and nonappealable non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such IndemniteeIndemnitee or its Related Parties, or (ii) on any theory of liability, for special, indirect, consequential, incidental, exemplary or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Notes Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 5.03 shall be payable on written demand thereforat the time set forth in Section 9.03(g) of the Credit Agreement. All obligations of each Pledgor under this Section 5.06 Any such amounts payable as provided hereunder shall survive termination of this Agreementbe additional Secured Obligations.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent (and any of its sub-agents) shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 7.07 10.02 of the Indenture. (b) Without limitation of its indemnification obligations under the Indenture and any other Noteholder DocumentsInitial Additional First-Lien Document, each Pledgor Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral AgentAgent (and any of its sub-agents), the Trustee, the Holders, each of their respective its Affiliates and each of their respective directors, trustees, officers, employees, agents advisors, agents, affiliates (including without limitation, controlling persons), successors, partners, representatives, trustees and advisors assignees (each such Person being called an hereinafter in this Section 7.03 referred to individually as “Indemnitee”) and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of one primary counsel and one local counsel for each relevant jurisdiction to such Indemnitees (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Indemnitee may retain its own counsel), incurred by by, imposed on or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, delivery or performance of this Agreement or any investigation, litigation or other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreements or instruments contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity no Grantor of Guarantor shall not, as have any obligation hereunder to any Indemnitee, be available Indemnitee with respect to indemnified liabilities to the extent that such losses, claims, damages, liabilities or related expenses are it has been determined by a final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Notes Initial Additional First-Lien Obligations secured hereby and by the Indenture or any other Additional First-Lien Security DocumentsDocument. The provisions of this Section 5.06 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder DocumentInitial Additional First-Lien Security Documents, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Initial Additional First-Lien Obligations, the invalidity or unenforceability of any term or provision of this Agreement Agreement, the Indenture or any other Noteholder Initial Additional First-Lien Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Additional First-Lien Secured Party. All amounts due under this Section 5.06 7.03 shall be payable on within 15 days after written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with preservation of, or the sale of, collection from or other realization upon any of the IndentureCollateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured PartyLender. All amounts due under this Section 5.06 7.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Without in anyway limiting any other reimbursement obligations contained under the other Loan Documents, the Grantor agrees to pay upon demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable and documented expenses, including the reasonable and documented fees, disbursements and other charges of its expenses incurred hereunder as provided counsel and of any experts or agents, which the Collateral Agent may incur in Section 7.07 connection with (i) the administration of this Deed of Trust, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the IndentureProperty, (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. (b) Without limitation of its indemnification obligations under the other Noteholder Loan Documents, each Pledgor jointly and severally the Grantor agrees to indemnify the Collateral Agent, the Trustee, the Holders, each of their respective Affiliates and each of their respective directors, trustees, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) Agent and the other Indemnitees against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel and documented fees, disbursements and other charges and disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, (i) the execution, delivery or performance of this Agreement Deed of Trust or any other Noteholder Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Indenture and hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, hereto or to the CollateralProperty, 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. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Noteholder Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Noteholder Document, or any investigation made by or on behalf of the Collateral Agent or any other Indenture Secured Party. All amounts due under this Section 5.06 shall be payable on written demand therefor. All obligations of each Pledgor under this Section 5.06 shall survive termination of this Agreement.other