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 10.04 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each Guarantor.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor agrees to indemnify the Collateral 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 and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities 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 in a final and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of written demand therefor.

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 10.04 10.5 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation of its indemnification obligations under the other Loan DocumentsDocuments but subject to the terms and restrictions set forth therein, each Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 10.5 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losseslosses (other than lost profit), claims, damages, liabilities and related out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any actual claim, litigation, investigation or proceeding relating to any of the foregoing 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 or related out-of-pocket expenses are determined by a court of competent jurisdiction to have resulted from (xA) the gross negligence, bad faith negligence 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 in a final and non-appealable decision)Related Parties, (yB) a material breach of this Agreement by such Indemnitee or one of its Affiliates or (z) disputes dispute arising solely between among Indemnitees and among such Indemnitees to the extent such disputes do not arise arising from any an act or omission of the Borrower or any of its Affiliates Subsidiaries or (other C) a material breach by an Indemnitee of its obligations hereunder, provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one primary outside counsel and reasonably necessary local and specialty counsel for all Indemnitees with respect to a claim against any matter for which indemnification is sought unless, as reasonably determined by such Indemnitee’s counsel, representation of all such Indemnitees would create an actual or potential conflict of interest. The Borrower shall not be required to indemnify any Indemnitee acting for any Indemnified Liabilities paid or payable by such Indemnitee in, or resulting from, the settlement of any action, proceeding or investigation without the written consent of the Borrower, which consent shall not be unreasonably withheld or delayed; provided that the foregoing indemnity shall apply to any such settlement in its capacity as an Agent or Lead Arranger or similar role under the Loan Documents unless such claim arose from event that the gross negligence, bad faith or willful misconduct Borrower was offered the ability to assume the defense of the action that was the subject matter of such Indemnitee)settlement and elected not to assume. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of written demand therefor.

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 10.04 9.05 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) indemnitees against, and hold each Indemnitee indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related out of pocket expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemniteeindemnitee, reasonably incurred by or asserted against any Indemnitee indemnitee arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto 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 and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee)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 Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten days of on written demand therefortherefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of the Credit 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 10.04 connection with (i) the administration of this Agreement (including the customary fees and charges of the Credit Agreement as if such section were set out in full herein and references Collateral Agent for any audits conducted by it or on its behalf with respect to “the Borrower” therein were references 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 “each Guarantorperform or observe any of the provisions hereof.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, disbursements and other charges and disbursements of any counsel for any Indemniteecounsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to any of the foregoing agreements or instruments contemplated herebyCollateral, 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 or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto Without limiting or duplicating any of their obligations under the Loan Agreement, the Guaranty or the other Loan Documents, the Grantors jointly and severally agree that to pay all Credit Party Expenses incurred by the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgent.” (b) Without limitation limiting or duplicating any of its their indemnification obligations under the Loan Agreement, the Guaranty or the other Loan Documents, each Guarantor agrees to the Grantors shall jointly and severally indemnify the Collateral Agent (or any sub-agent thereof), each other Credit Party and the other Indemnitees (as defined in Section 10.05 each Related Party of any of the Credit Agreementforegoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, settlement payments, costs and related expenses, expenses (including the reasonable and documented fees, charges and 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 Agreement, the Loan Agreement, the Guaranty, any other Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Collateral Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement, the Loan Agreement and the other Loan Documents, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyforegoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Grantor, or any of the Grantors’ directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee). In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel. (c) To the fullest 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, the Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, or the transactions contemplated hereby or thereby. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement, the Loan Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (d) Any such amounts payable as provided hereunder shall be additional Secured Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 8.06 shall be payable within not later than ten days of written (10) Business Days after demand therefor. (e) The agreements in this Section 8.06 shall survive the resignation of the Collateral Agent, the termination of the Commitments and the repayment, satisfaction or discharge of all the other 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 and to the extent provided in Section 10.04 9.05 of the First Lien Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) indemnitees against, and hold each Indemnitee indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related expenses, including the reasonable and documented counsel fees, charges and disbursements (subject to the limitations set forth in Section 9.05(a) of any counsel for any Indemniteethe First Lien Credit Agreement), incurred by or asserted against any Indemnitee indemnitee arising out of, in connection any way connected with, or as a result of, the execution, execution or delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto 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 and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful wilful misconduct of such Indemnitee)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 Letter of Credit or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten days of promptly following written demand therefortherefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of the First Lien Credit 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 10.04 connection with (i) the administration of this Agreement (including the customary fees and charges of the Credit Agreement as if such section were set out in full herein and references Collateral Agent for any audits conducted by it or on its behalf with respect to “the Borrower” therein were references 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 “each Guarantorperform or observe any of the provisions hereof.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, disbursements and other charges and disbursements of any counsel for any Indemniteecounsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to any of the foregoing agreements or instruments contemplated herebyCollateral, 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 and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful wilful misconduct of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured PartyObligee. All amounts due under this Section 4.03 7.06 shall be payable within ten days of on written demand therefortherefor and shall bear interest at the rate specified in Section 2.07 of 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 10.04 10.2 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (ba) Without limitation of its indemnification obligations under the other Loan Credit Documents, each Guarantor Grantor, jointly and severally, agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 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 Indemnified Liabilities (as defined in the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, Credit Agreement) incurred by or asserted against any such Indemnitee, to the extent such Grantor would be required to do so pursuant to Section 10.3 of the Credit Agreement. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. All amounts due under this Section 6.03 shall be payable within 30 days of written demand therefor. (c) To the extent permitted by applicable law, (i) no Grantor shall assert, and each Grantor hereby waives, any claim against any Agent, any Arranger, any Lender, any Issuing Bank 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, or 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 executiontransactions contemplated hereby or thereby, delivery any Loan or performance 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 for 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 the Grantors under Section 6.03(a) or 6.03(b). (d) Each Grantor agrees that none of any Agent, any Arranger, any Lender, any Issuing Bank 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 claimother Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, litigationthe transactions contemplated hereby or thereby, investigation any Loan or proceeding relating to any the use of the foregoing agreements proceeds thereof or instruments contemplated herebyany act or omission or event occurring in connection therewith except (but subject to Section 6.03(d)), whether or not in the case of any Indemnitee is a party thereto; provided that such indemnity shall notGrantor, as to any Indemnitee, be available to the extent that such any losses, claims, damages, liabilities and related or expenses resulted from (x) the gross negligencehave been found by a final, bad faith or willful misconduct non-appealable judgment 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 in a final and 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 the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee). (c) Any Agent, such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and Arranger, such Lender or such Issuing Bank in full force and effect regardless of the termination of performing its express obligations under this Agreement or any other Loan Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of written demand therefor.

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 10.04 of the Second Lien Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each Guarantor.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor the Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Second Lien Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, 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 or related expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of its controlled Affiliates such Indemnitee 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 in a final and non-appealable decision), (y) a material breach of this Agreement by such Indemnitee or one of its Affiliates any affiliate, director, officer, employee, counsel, agent or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct attorney-in-fact of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 6.03 shall be payable within ten days of written demand therefor.

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 10.04 connection with (i) the administration of this Agreement (including the customary fees and charges of the Credit Agreement as if such section were set out in full herein and references Collateral Agent for any audits conducted by it or on its behalf with respect to “the Borrower” therein were references 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 “each Guarantorperform or observe any of the provisions hereof.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, disbursements and other charges and disbursements of any counsel for any Indemniteecounsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to any of the foregoing agreements or instruments contemplated herebyCollateral, 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 or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of written demand therefor.this

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement Without limiting any of its expenses incurred hereunder as provided in Section 10.04 of their obligations under the Credit Agreement as if such section were set out or the other Loan Documents, and without duplication of any fees, expenses or indemnification provided for under the Credit Agreement and the other Loan Documents, the Grantors jointly and severally agree to pay all reasonable out-of-pocket expenses incurred by the Collateral Agent, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Collateral Agent, in full herein 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 Collateral Agent's Rights and references Remedies hereunder or (iv) the failure of any Grantor to “perform or observe any of the Borrower” therein were references to “each Guarantorprovisions hereof.” (b) Without limitation limiting any of its their indemnification obligations under the Credit Agreement or the other Loan Documents, each Guarantor agrees to indemnify and without duplication of any fees, expenses or indemnification provided for under the Collateral Agent Credit Agreement and the other Indemnitees Loan Documents, the Grantors shall jointly and severally indemnify each Secured Party and each Related Party of any Secured Party (as defined in Section 10.05 of the Credit Agreementeach such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement or any other Loan Document, the performance by any Grantor of its obligations under this Agreement or any other Loan Document, or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto the Collateral, whether based on contract, tort or not any other theory and regardless of whether 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 or 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 in a final and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct of any Indemnitee or any Affiliate of an Indemnitee (or of any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee's Affiliates). In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Grantors shall promptly pay the reasonable fees and expenses of such counsel. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. All amounts due under this Section 8.6 shall be payable promptly after written demand therefor. (d) The provisions of this Section 4.03 8.6 shall survive and remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated herebyhereby and by the Credit Agreement, the repayment of any the Loans, the expiration or termination of the ObligationsLetters of Credit and the Commitments or the termination of this Agreement, the invalidity or unenforceability of any term or provision of this Credit Agreement or any other Loan Document, provision hereof or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of written demand thereforthereof.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto Without limiting any of their obligations under the Indenture or the other Parity Lien Documents, the Grantors jointly and severally agree that to pay all reasonable out-of-pocket expenses incurred by the Collateral Agent shall be entitled to reimbursement Agent, including the reasonable fees, charges and disbursements of its expenses incurred hereunder as provided any counsel and any outside consultants for the Collateral Agent, in Section 10.04 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 Credit Agreement as if such section were set out in full herein Collateral, (iii) the exercise, enforcement or protection of any of the Collateral Agent’s Rights and references Remedies hereunder or (iv) the failure of any Grantor to “perform or observe any of the Borrower” therein were references to “each Guarantorprovisions hereof.” (b) Without limitation limiting any of its their indemnification obligations under the Indenture or the other Loan Parity Lien Documents, the Grantors shall jointly and severally indemnify each Guarantor agrees to indemnify the Collateral Agent Secured Party and the other Indemnitees each Related Party of any Secured Party (as defined in Section 10.05 of the Credit Agreementeach such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement or any other Parity Lien Document, the performance by any Grantor of its obligations under this Agreement or any other Parity Lien Document, or the consummation of the transactions contemplated by the Parity Lien Documents or any other transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto the Collateral, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent there is a specific finding in a judicial proceeding before a court of competent jurisdiction notice and (in which the Indemnitee has had an opportunity to be heard) from which finding no further appeal is available that such losses, claims, damages, liabilities and or related expenses resulted from (x) the gross negligence, bad faith negligence or willful misconduct of any Indemnitee or any Affiliate of an Indemnitee (or of any officer, director, employee, advisor or agent of such Indemnitee or of any of such Indemnitee’s Affiliates). In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its controlled Affiliates or controlling Persons or any of own counsel and the officers, directors, employees, agents, advisors or members of any of Grantors shall promptly pay the foregoing, in each case who are involved in or aware of the Transaction (as determined by a court of competent jurisdiction in a final reasonable fees and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct expenses of such Indemnitee)counsel. (c) Any such amounts payable as provided hereunder shall be additional Parity Lien Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 8.6 shall be payable within ten days of promptly after written demand therefor.

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 10.04 9.05 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorTerm Loan Agreement.” (b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower, Holdings and each Guarantor agrees Grantor agree, jointly and severally, to indemnify the Collateral Agent Agent, each Lender and the other Indemnitees (as defined in Section 10.05 each Related Party of any of the Credit Agreementforegoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented counsel fees, charges and disbursements of any counsel for any Indemniteedisbursements, 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 agreement or instrument contemplated hereby or the performance by the parties hereto of their respective obligations hereunder, (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto 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 (iii) 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 and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted primarily from the gross negligence, bad faith 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 Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten days of on written demand therefortherefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of the Term Loan Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Company agrees to pay the Collateral Agent shall be entitled for its services rendered hereunder the fees described in the separate fee letter between the Company and the Collateral Agent, and to reimbursement pay all fees and expenses incurred by the Collateral Agent in connection with the performance of its duties and enforcement of its rights hereunder and otherwise in connection with the preparation, operation, administration and enforcement of this Agreement, including, without limitation, reasonable attorney's fees and expenses and other reasonable and related expenses incurred hereunder as provided in Section 10.04 of by the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorCollateral Agent.” (b) Without limitation of its indemnification obligations Each Grantor, to the fullest extent permitted under the other Loan Documentslaw, each Guarantor jointly and severally agrees to indemnify the Collateral Agent Agent, its Affiliates and their respective officers, directors, employees, agents and representatives (the other Indemnitees (as defined in Section 10.05 of the Credit Agreement"Indemnified Parties") against, and hold each Indemnitee Indemnified Party harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any IndemniteeIndemnified Party, incurred by or asserted against any Indemnitee Indemnified Party arising out of, in connection with, or as a result of, of the execution, delivery or performance of this Agreement or any agreement or instrument referred to herein or contemplated hereby and the enforcement and protection of the rights of the Collateral Agent thereunder or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto the Collateral, whether or not any Indemnitee Indemnified Party is a party thereto; provided that such indemnity shall not, as to any IndemniteeIndemnified Party, be available to the extent that such losses, claims, damages, liabilities and or related expenses shall have resulted from (x) the gross negligence, bad faith negligence 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 (Indemnified Party as determined by a court of competent jurisdiction in a final and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct of such Indemnitee)jurisdiction. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement any Noteholder Documents or any other Loan DocumentDesignated Pari Passu Obligations Governing Documents, the consummation of the transactions contemplated hereby, the repayment of any of the ObligationsObligation, the invalidity or unenforceability of any term or provision of this Agreement any Noteholder Documents or any other Loan DocumentDesignated Pari Passu Obligations Governing Documents, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of promptly after written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement reimburse- ment of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorGran- tor.” (b) Without limitation of its indemnification obligations under the other Loan DocumentsDoc- uments, each Guarantor the Borrower agrees to indemnify the Collateral 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 and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee Indem- xxxxx arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements agree- ments 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 or related expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of its controlled Affiliates such Indemnitee 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 in a final and non-appealable decision), (y) a material breach of this Agreement by such Indemnitee or one of its Affiliates any affiliate, director, officer, employee, counsel, agent or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct attorney-in-fact of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the ObligationsObli- gations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 6.03 shall be payable within ten days of written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay all reasonable out-of-pocket expenses incurred by the Collateral Agent, including the reasonable fees, charges and disbursements of its counsel, in connection with (i) the preparation, execution, delivery and administration of this Agreement and any other Security Document, (ii) the custody and 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 shall be entitled hereunder or under any Security Document or (iv) the failure of any Grantor to reimbursement of its expenses incurred hereunder as provided in Section 10.04 perform or observe any of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each Guarantorprovisions hereof.” (b) Without limitation of its indemnification obligations under the other Loan Notes Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) Secured Parties against, and hold each Indemnitee Secured Party harmless from, any and all losses, claims, damages, liabilities liabilities, and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any IndemniteeSecured Party, incurred by or asserted against any Indemnitee Secured Party arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto the Collateral, regardless of whether or not any Indemnitee Secured Party 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 IndemniteeSecured Party, be available to the extent that such losses, claims, damages, liabilities and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful wilful misconduct of such Secured Party. 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 any other Notes Document, or any agreement or instrument contemplated hereby, the Transactions, any Note or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Notes Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 6.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Notes 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 Loan Notes Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 6.06 shall be payable within ten days of on written demand therefortherefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.14 of the Indenture.

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 10.04 connection with (i) the administration of this Agreement (including the customary fees and charges of the Credit Agreement as if such section were set out in full herein and references Collateral Agent for any audits conducted by it or on its behalf with respect to “the Borrower” therein were references 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 190 of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to “each Guarantorperform or observe any of the provisions hereof.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) Secured Parties against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, disbursements and other charges and disbursements of any counsel for any Indemniteecounsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to any of the foregoing agreements or instruments contemplated herebyCollateral, whether or not any Indemnitee Secured Party is a party thereto; provided that such indemnity shall not, as to any IndemniteeSecured Party, be available to the extent that such losses, claims, damages, liabilities and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee)Secured Party. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured PartyLender. All amounts due under this Section 4.03 7.06 shall be payable within ten days of on written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree Each Grantor and 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, 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 10.04 this Agreement (including the customary fees and charges of the Credit Agreement as if such section were set out in full herein and references Collateral Agent for any audits conducted by it or on its behalf with respect to “the Borrower” therein were references Accounts or Inventory), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral 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 “each Guarantorperform or observe any of the provisions hereof.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor and each Pledgor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) Indemnified Parties against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to any of the foregoing agreements Collateral or instruments contemplated herebyPledged 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 or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful wilful misconduct of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of on written demand therefor.

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 10.04 9.05 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral 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 liabilities, and related out of pocket expenses, including the reasonable and documented fees, charges and disbursements 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, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto 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 and or related expenses resulted from (x) to 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 extent determined by a court of competent jurisdiction in a by final and non-appealable decision)nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee, (y) a arising from such Indemnitee’s material breach of this Agreement by such Indemnitee or one of its Affiliates any other Loan Document or (z) disputes solely between and among such Indemnitees to the extent such disputes do arising out of any claim, litigation, investigation or proceeding that does not arise from any involve an act or omission of the any Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than with respect to a claim against an Indemnitee acting the Administrative Agent, the Collateral Agent or any bookrunner or lead arranger for the Credit Facilities, in each case, in its capacity as an Agent 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 Lead Arranger punitive damages (as opposed to direct or similar role under 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 Documents unless such claim arose from or Letter of Credit or the gross negligence, bad faith or willful misconduct use of such Indemnitee)proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten days Business Days of written demand therefortherefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of 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 10.04 9.05 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation or duplication of its indemnification obligations under the other Loan DocumentsDocuments or any Pari Passu Agreement, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral 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 actual losses, claims, damages, liabilities liabilities, penalties and related reasonable out of pocket expenses, including the reasonable and documented fees, charges and disbursements of one counsel in each relevant jurisdiction (and any counsel such additional counsel, if necessary, as a result of actual or potential conflicts of interest) for any Indemniteeall Indemnitees, incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto 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 and liabilities, penalties or 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 in a by final and 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 judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith 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 or under any Pari Passu Agreement shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or Agreement, any other Loan DocumentDocument or any Pari Passu Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or Agreement, any other Loan DocumentDocument or any Pari Passu Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten 30 days of after written demand therefortherefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of the Credit Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement Without duplication of its any fees or expenses incurred hereunder as provided in Section 10.04 of for under the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each Guarantor.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to pay to the Collateral Agent within 30 days of written demand (including back-up documentation supporting such reimbursement request) the amount of any and all reasonable out-of-pocket expenses, disbursements and other reasonable charges of its counsel (including, without limitation, local and special counsel) and of any experts, agents or appraisers, which 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. (b) Without duplication of any indemnification obligations provided for under the Credit Agreement and the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Second Priority Secured Parties and their Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges fees and disbursements and other reasonable charges of any counsel for any Indemniteecounsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to any of the foregoing agreements or instruments contemplated herebyCollateral, whether or not the Second Priority Secured Parties or any Indemnitee of their Indemnitees is a party thereto; provided that such indemnity shall not, as to the Collateral Agent, the other Second Priority Secured Parties or any such Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of the Collateral Agent, the other Second Priority Secured Parties or such Indemnitee). (c) Any Except as otherwise provided in Section 7.16, any such amounts payable as provided hereunder shall be additional Second Priority Obligations guaranteed hereby and secured by the other Collateral Documentshereby. The provisions of this Section 4.03 7.08 shall remain operative survive and remain in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the ObligationsLoans, the expiration or termination of the Commitments, the termination of this Agreement or the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured PartyAgreement. All amounts due under this Section 4.03 7.08 shall be payable within ten 30 days of written demand therefor(including back-up documentation supporting such reimbursement request) to the Grantor given in accordance with Section 7.01 hereof.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement Without limiting any of its expenses incurred hereunder as provided in Section 10.04 of their obligations under the Credit Agreement as if such section were set out or the other Loan Documents, the Grantors jointly and severally agree to pay all reasonable out-of-pocket expenses incurred by the Collateral Agent, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Collateral Agent, in full herein 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 Collateral Agent's Rights and references Remedies hereunder or (iv) the failure of any Grantor to “perform or observe any of the Borrower” therein were references to “each Guarantorprovisions hereof.” (b) Without limitation limiting any of its their indemnification obligations under the Credit Agreement or the other Loan Documents, the Grantors shall jointly and severally indemnify each Guarantor agrees to indemnify the Collateral Agent Secured Party and the other Indemnitees each Related Party of any Secured Party (as defined in Section 10.05 of the Credit Agreementeach such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement or any other Loan Document, the performance by any Grantor of its obligations under this Agreement or any other Loan Document, or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto the Collateral, whether based on contract, tort or not any other theory and regardless of whether 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 or related expenses resulted from (x) the gross negligence, bad faith negligence or willful misconduct of any Indemnitee or any Affiliate of an Indemnitee (or of any officer, director, employee, advisor or agent of such Indemnitee or of any of such Indemnitee's Affiliates). In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its controlled Affiliates or controlling Persons or any of own counsel and the officers, directors, employees, agents, advisors or members of any of Grantors shall promptly pay the foregoing, in each case who are involved in or aware of the Transaction (as determined by a court of competent jurisdiction in a final reasonable fees and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct expenses of such Indemnitee)counsel. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 8.6 shall be payable within ten days of promptly after written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement Without limiting any of its expenses incurred hereunder as provided in Section 10.04 of obligations under the Credit Agreement as if such section were set out or the other Loan Documents, the Grantor agrees to pay all reasonable out-of-pocket expenses reasonably incurred by the Collateral Agent, including the reasonable and documented fees, charges and disbursements of any counsel and any outside consultants for the Collateral Agent, in full herein connection with (i) the administration of this Security 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 Collateral Agent’s Rights and references Remedies hereunder or (iv) the failure of the Grantor to “perform or observe any of the Borrower” therein were references to “each Guarantor.”provisions hereof. Security Agreement – Xxxx Canada Co. (2009) (b) Without limitation limiting any of its indemnification obligations under the Credit Agreement or the other Loan Documents, each Guarantor the Grantor agrees to indemnify the Collateral Agent each Secured Party and the other Indemnitees their respective Affiliates (as defined in Section 10.05 of the Credit Agreement) againsteach such Person being called an “Indemnitee”), and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Security Agreement or any other Loan Document, the performance by the Grantor of its obligations under this Security Agreement or any other Loan Document, or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, or (ii) any actual prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto the Collateral, whether based on contract, tort or not any other theory and regardless of whether 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 or related expenses resulted from (x) the gross negligence, wilful misconduct bad faith faith, or willful misconduct breach of the contractual obligations of such Indemnitee or any Affiliate of such Indemnitee (or of any officer, director, employee, advisor or agent 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 in a final and non-appealable decision), (y) a material breach of this Agreement by such Indemnitee or one of its Affiliates any such Indemnitee’s Affiliates) or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates (other than with respect to a claim by one Indemnified Party 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, bad faith or willful misconduct of such Indemnitee)another Indemnified Party. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 8.7 shall be payable within ten days of on written demand therefor.

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 10.04 connection with (i) the administration of this Agreement (including the customary fees and charges of the Credit Agreement as if such section were set out in full herein and references Collateral Agent for any audits conducted by it or on its behalf with respect to “the Borrower” therein were references 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 “each Guarantorperform or observe any of the provisions hereof.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, disbursements and other charges and disbursements of any counsel for any Indemniteecounsel, incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to any of the foregoing agreements or instruments contemplated herebyCollateral, 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 and or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence 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 in a final and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct Related Party of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured PartyLender. All amounts due under this Section 4.03 7.06 shall be payable within ten days of on written demand therefor.

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 10.04 8.06 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorIndenture.” (b) Without limitation of its indemnification obligations under the other Loan Operative Documents, each Guarantor of the Co-Issuers jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee the Collateral Agent harmless from, any and all losses, claims, damages, liabilities liabilities, and related out of pocket expenses, including the reasonable and documented counsel fees, charges and disbursements (subject to the limitations set forth in Section 8.06 of any counsel for any Indemniteethe Indenture), incurred by or asserted against any Indemnitee the Collateral Agent arising out of, in connection any way connected with, or as a result of, the execution, execution or delivery or performance of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto the Collateral (including any claim with respect to enforcement of its right to indemnity hereunder), regardless of whether or not any Indemnitee the Collateral Agent is a party theretothereto or whether initiated by a third party or by a Note Party or any Affiliate thereof; provided provided, however, that such indemnity shall not, as to any Indemnitee, be available apply only to the extent that such lossesthe Co-Issuers are required to indemnify the Collateral Agent under Section 8.06 of the Indenture. To the extent permitted by applicable law, claimsno Grantor shall assert, and each Grantor hereby waives any claim against 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, liabilities and related expenses resulted from (x) the gross negligencein connection with, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or controlling Persons as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Note or the use 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 in a final and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct of such Indemnitee)proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Note Obligations guaranteed secured hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Operative Document, the consummation of the transactions contemplated hereby, the repayment of any of the Note Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Operative Document, the resignation or removal of the Collateral Agent or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten days of on written demand therefortherefor and shall bear interest, on and from the date of demand, at the default rate specified in Section 1.05 of the Indenture.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree Each Grantor and 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, 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 10.04 this Agreement (including the customary fees and charges of the Credit Agreement as if such section were set out in full herein and references Collateral Agent for any audits conducted by it or on its behalf with respect to “the Borrower” therein were references Accounts 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 or Pledgor to “each Guarantorperform or observe any of the provisions hereof.” (b) Without limitation of its indemnification obligations under the other Loan DocumentsCredit Documents and without duplication of any amounts paid pursuant to clause (a) of this Section 7.06, each Guarantor Grantor and each Pledgor jointly and severally agrees to indemnify the Collateral Agent Agent, each other Agent, each Letter of Credit Issuer and the other Indemnitees each Lender and their respective officers, directors, employees, representatives, trustees, affiliates and agents (as defined in Section 10.05 of the Credit Agreementeach, an "INDEMNITEE") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to any of the foregoing agreements or instruments contemplated herebyCollateral, 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 and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful wilful misconduct of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten days of on written demand therefor.

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 10.04 9.05 of the ABL Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation or duplication of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral 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 actual losses, claims, damages, liabilities liabilities, penalties and related reasonable out of pocket expenses, including the reasonable and documented fees, charges and disbursements of one counsel in each relevant jurisdiction (and any counsel such additional counsel, if necessary, as a result of actual or potential conflicts of interest) for any Indemniteeall Indemnitees, incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto 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 and liabilities, penalties or 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 in a by final and 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 judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith 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 Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or Agreement, any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or Agreement, any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten 30 days of after written demand therefortherefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of the ABL Credit Agreement. (d) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBY, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE ABL CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor shall pay all reasonable out-of-pocket expenses incurred by the Collateral Agent, the Administrative Agent shall be entitled to reimbursement and their respective Affiliates, including the reasonable fees, charges and disbursements of its expenses incurred hereunder as provided counsel, in Section 10.04 connection with (i) the administration of the Credit Agreement as if such section were set out Loan Documents and any amendments, modifications or waivers of the provisions thereto, (ii) the custody, inspection, supervision and preservation of, the sale of, the collection from, or any other realization upon, the Collateral, (iii) the enforcement or protection of the Collateral Agent's rights under the Loan Documents, including its rights under this Section and during any workout, restructuring or negotiations in full herein respect of the Loans and references (iv) the failure of any Grantor to “perform or observe any of the Borrower” therein were references to “each Guarantorprovisions thereof.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor agrees to to, jointly and severally, indemnify the Collateral Agent, the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented counsel fees, charges and disbursements of any counsel for any Indemniteedisbursements, 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 Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto of their obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby or thereby, (ii) the use of the proceeds of the Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto the Collateral, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party, a Loan Party or any of Affiliate thereof) 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 the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted primarily from the gross negligence, bad faith 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, the other Loan Documents, any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Loan Document Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Loan Document Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent, the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten days of on written demand therefortherefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.05(a) of 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 fees and expenses incurred hereunder as provided in Section 10.04 9.03(a) of the Credit Agreement as if such section were set out in full herein and references Agreement; provided that each reference therein to the “Company” or the “Borrower” therein were references shall be deemed to be a reference to “each Guarantor.Grantor” 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 the other Loan Documents, each Guarantor Grantor, jointly with the other Grantors and severally, agrees to indemnify the Collateral 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 and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by Holdings or any Subsidiary arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyforegoing, whether brought by a third party or not by Holdings or any Subsidiary and regardless of whether 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 or 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 in a final and by final, non-appealable decision)judgment to have resulted from the gross negligence or willful misconduct of, (y) a material or breach of this Agreement by the Loan Documents by, such Indemnitee or one its Related Parties. To the fullest extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of its Affiliates information or other materials obtained through telecommunications, electronic or other information transmission systems (z) disputes solely between and among including the Internet), provided that such Indemnitees indemnity shall not, as to any Indemnitee, be available to the extent that such disputes do not arise damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from any act the gross negligence or omission willful misconduct of, or breach of the 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 by, such claim arose from Indemnitee or its Related Parties, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated thereby, the gross negligenceTransactions, bad faith any Loan or willful misconduct the use of such Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documentsproceeds thereof. The provisions of this Section 4.03 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of not later than 10 Business Days after written demand therefor; 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 5.03. Any such amounts payable as provided hereunder shall be 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 reasonable expenses incurred hereunder as provided in Section 10.04 9.03 of the Revolving Credit Agreement as if such section were set out in full herein and references to “Section 9.03 of the Borrower” therein were references to “each GuarantorTerm Loan Agreement.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 9.03 of the Revolving Credit Agreement and Section 9.03 of the Term Loan Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements agreement or instruments 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 and or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence 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 in a final and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct of such Indemnitee)Related Parties. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.03 shall be payable within ten days of promptly after written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement Without limiting any of its expenses incurred hereunder as provided in Section 10.04 of obligations under the Credit Agreement as if such section were set out or the other Loan Documents, the Grantor agrees to pay all reasonable out-of-pocket expenses incurred by the Collateral Agent, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Collateral Agent, in full herein 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 Collateral Agent’s Rights and references Remedies hereunder or (iv) the failure of the Grantor to “perform or observe any of the Borrower” therein were references to “each Guarantorprovisions hereof.” (b) Without limitation limiting any of its indemnification obligations under the Credit Agreement or the other Loan Documents, the Grantor shall indemnify each Guarantor agrees to indemnify the Collateral Agent Secured Party and the other Indemnitees each Related Party of any Secured Party (as defined in Section 10.05 of the Credit Agreementeach such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) the execution, execution or delivery or performance of this Agreement or any other Loan Document, the performance by the Grantor of its obligations under this Agreement or any other Loan Document, or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto the Collateral, whether based on contract, tort or not any other theory and regardless of whether 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 or related expenses resulted from (x) the gross negligence, bad faith negligence or willful misconduct of any Indemnitee or any Affiliate of an Indemnitee (or of any officer, director, employee, advisor or agent of such Indemnitee or of any of such Indemnitee’s Affiliates). In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its controlled Affiliates or controlling Persons or any of own counsel and the officers, directors, employees, agents, advisors or members of any of Grantor shall promptly pay the foregoing, in each case who are involved in or aware of the Transaction (as determined by a court of competent jurisdiction in a final reasonable fees and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct expenses of such Indemnitee)counsel. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 8.6 shall be payable within ten days of promptly after written demand therefor.

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 10.04 9.03 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation of its any Grantor or Guarantor’s indemnification obligations under the other Loan Documents, each Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 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 and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements agreement or instruments instrument contemplated hereby, or to the Collateral, (including any such claim, litigation, investigation or proceeding brought by or on behalf of any Grantor, Guarantor or any Related Party of a Grantor or Guarantor) 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 or related expenses resulted from are (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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Grantor or Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if any Grantor or Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of any Grantor or Guarantor and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in their capacities as such). Notwithstanding anything to the contrary in the foregoing, in the case of fees, charges and disbursements of counsel, the Grantors’ and Guarantors’ obligations shall be limited to the reasonable fees, disbursements and other charges of one counsel for the Indemnitees (as a group) and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Indemnitees (as a group), and, in the case of actual or reasonably perceived conflicts of interest, where one or more Indemnitees affected by such conflict informs the Guarantors and Grantors of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.03 shall be payable within ten days of on written demand therefor.

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 10.04 9.03(a) of the Credit Agreement as if such section were set out in full herein and references Agreement; provided that each reference therein to the “the Borrower” therein were references shall be deemed to be a reference to “each Guarantor.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Guarantor, jointly with the other Guarantors and severally, agrees to indemnify the Collateral 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 expensesreasonable and documented or invoiced out-of-pocket fees and expenses (limited, including in the case of (i) legal fees and expenses to the reasonable and documented feesor invoiced out-of-pocket fees and expenses of one counsel for all Indemnitees and, charges to the extent reasonably determined by the Collateral Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual conflict of interest, where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and disbursements thereafter retains its own counsel, one additional counsel for the affected Indemnitees similarly situated) for all Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and (ii) the fees and expenses of any counsel for any Indemniteeother advisor or consultant, to the reasonable and documented or invoiced out-of-pocket fees and expenses of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), incurred by or asserted against any Indemnitee by any third party or the Borrower or any Subsidiary arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyforegoing, whether brought by a third party or not by the Borrower or any Subsidiary and regardless of whether 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 liabilities, costs or related expenses (w) 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 Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decisionjudgment), (x) resulted from a material breach of the Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) a material breach of this Agreement arise from disputes between or among Indemnitees (other than claims against an Indemnitee in its capacity or in fulfilling its role as an agent, an arranger or any similar roles under the Loan Documents) that do not involve an act or omission by such Indemnitee the Borrower or one of its Affiliates any Subsidiary or (z) disputes solely between any settlement effected without the Borrower’s prior consent, but if settled with the Borrower’s prior consent (such consent not to be unreasonably withheld or delayed), the Borrower will indemnify and among hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such Indemnitees settlement in accordance with this paragraph; provided further that the Borrower shall not, without the prior written consent of the applicable Indemnitee (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless (a) such settlement includes a full and unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the subject matter of such claim, litigation, investigation or proceeding and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnitee. (c) To the fullest extent permitted by applicable law, no party hereto nor any Affiliate of any party hereto, nor any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall assert and each hereby waives, any claim against any other such Person on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages, but in any event including, without limitation, any loss of profits, business or anticipated savings) (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, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby, the Financing Transactions, any Loan or the use of the proceeds thereof and each such Person further 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 the foregoing shall in no event limit the Guarantors’ indemnification obligations under clause (b) above. (d) Notwithstanding anything to the contrary in this Agreement, to the extent such disputes do not arise from permitted by applicable law, no party hereto or an Indemnitee shall assert, and each hereby waives, any act or omission of the Borrower or any of its Affiliates (other than with respect to a claim against an any other Person for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee acting through telecommunications, electronic or other information transmission systems (including the Internet) in its capacity as an Agent connection with this Agreement or Lead Arranger or similar role under the other Loan Documents unless or the transactions contemplated hereby or thereby; except to the extent that such claim arose direct or actual damages are determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee)Indemnitee or its Related Parties. (ce) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 5.03 shall be payable within ten days of not later than 10 Business Days after written demand therefortherefore; 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 5.03. Any such amounts payable as provided hereunder shall be 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 10.04 13.01 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor agrees The Guarantors hereby jointly and severally agree to indemnify and hold harmless the Collateral Agent and the each other Indemnitees (as defined in Section 10.05 Secured Party and each of the Credit Agreement) againsttheir affiliates, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities 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 and other representatives (each, an “Indemnified Party”) from and against (and reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or members of asserted or awarded against any of the foregoingIndemnified Party, in each case who are involved arising out of or in connection with or aware by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Guaranty or any other transactions contemplated herein or the exercise of any rights or remedies provided herein (in all cases except as expressly otherwise provided herein, whether or not caused or arising, in whole or in part, out of the Transaction (as determined comparative, contributory or sole negligence of the Indemnified Party), except, in each case, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction in to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. In the case of an investigation, litigation or proceeding to which this indemnity applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a final and non-appealable decision)Guarantor, (y) a material breach of this Agreement by such Indemnitee or one any of its Affiliates Subsidiaries, equity holders or creditors, a third party or an Indemnified Party and whether or not an Indemnified Party is otherwise a party thereto. No Indemnified Party shall have any liability (zwhether direct or indirect, in contract or tort, or otherwise) disputes solely between and among such Indemnitees to any Guarantor or any of their Affiliates, equity holders or creditors arising out of or in connection with, or related to any aspect of, this Guaranty, except to the extent of direct damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such disputes do not arise from any act or omission of the 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 Indemnified Party’s gross negligence, bad faith or willful misconduct or bad faith. It is further agreed that the Indemnified Parties (i) shall only have liability to the Guarantors (as opposed to any other Person) and, in each case, shall be liable solely in respect of such Indemnitee)its own obligations or actions under or in connection with this Agreement on a several, and not joint, basis with any other Indemnified Party and (ii) shall not be liable for any special, indirect, consequential or punitive damages. Notwithstanding any other provision hereof, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems. (c) Any such amounts payable by any Guarantor as provided hereunder shall be additional Guaranteed Obligations guaranteed secured hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of written demand therefor.U.S.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto Without limiting or duplicating any of their obligations under the Credit Agreement, the Guaranty or the other Loan Documents, the Grantors jointly and severally agree that to pay all reasonable out-of-pocket expenses incurred by the Collateral Agent shall be entitled to reimbursement Agent, including the reasonable fees, charges and disbursements of its expenses incurred hereunder as provided any counsel and any outside consultants for the Collateral Agent, in Section 10.04 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 Credit Agreement as if such section were set out in full herein Collateral, (iii) the exercise, enforcement or protection of any of the Collateral Agent’s Rights and references Remedies hereunder or (iv) the failure of any Grantor to “perform or observe any of the Borrower” therein were references to “each Guarantorprovisions hereof.” (b) Without limitation limiting or duplicating any of its their indemnification obligations under the Credit Agreement, the Guaranty or the other Loan Documents, each Guarantor agrees to the Grantors shall jointly and severally indemnify the Collateral Agent (or any sub-agent thereof), each other Credit Party and the other Indemnitees (as defined in Section 10.05 each Related Party of any of the Credit Agreementforegoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, settlement payments, costs and related expenses, expenses (including the reasonable and documented fees, charges and 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 Agreement, the Credit Agreement, the Guaranty, any other Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Collateral Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement, the Credit Agreement and the other Loan Documents, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyforegoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Grantor, or any of the Grantors’ directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any of other Loan Document, if such Grantor has obtained a final and nonappealable judgment in 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 (favor on such claim as determined by a court of competent jurisdiction jurisdiction. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Grantors shall promptly pay the reasonable fees and expenses of such counsel. (c) To the fullest 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 final and non-appealable decision)result of, (y) a material breach this Agreement, the Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, or the transactions contemplated hereby or thereby. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of this Agreement any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or one of its Affiliates other information transmission systems in connection with this Agreement, the Credit Agreement or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act other Loan Documents or omission of the Borrower transactions contemplated hereby or any of its Affiliates (thereby other than with respect to a claim against an Indemnitee acting in its capacity as an Agent for direct or Lead Arranger or similar role under the Loan Documents unless such claim arose actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee)Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (cd) Any such amounts payable as provided hereunder shall be additional Secured Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 8.06 shall be payable within not later than ten days of written (10) Business Days after demand therefor. (e) The agreements in this Section 8.06 shall survive the resignation of the Collateral Agent, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Secured Obligations.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Each Grantor jointly and severally agrees to pay upon written demand to the Collateral Agent shall be entitled to reimbursement the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees, disbursements and other charges of not more than one counsel in each relevant jurisdiction (unless any Indemnitee asserts in good faith that the nature of its expenses incurred hereunder as provided claim requires it to be represented by separate counsel) and of any experts or agents, which the Collateral Agent may incur in Section 10.04 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 Credit Agreement as if such section were set out in full herein and references 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 Borrower” therein were references to “each Guarantorprovisions hereof.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee of them harmless from, any and all actual losses, claims, damages, liabilities and related reasonable out-of-pocket expenses, including the reasonable and documented fees, disbursements and other charges and disbursements of not more than one counsel in each relevant jurisdiction (unless any counsel for any IndemniteeIndemnitee asserts in good faith that the nature of its claim requires it to be represented by separate counsel), incurred by or asserted against any Indemnitee of them arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to any of the foregoing agreements or instruments contemplated herebyCollateral, 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 actual losses, claims, damages, liabilities and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such any Indemnitee). (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the ObligationsLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured PartyLender. All amounts due under this Section 4.03 7.06 shall be payable within ten days two Business Days of written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto Without limiting or duplicating any of their obligations under the Credit Agreement, the Guaranty or the other Loan Documents, the Grantors jointly and severally agree that to pay all Credit Party Expenses incurred by the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgent.” (b) Without limitation limiting or duplicating any of its their indemnification obligations under the Credit Agreement, the Guaranty or the other Loan Documents, each Guarantor agrees to the Grantors shall jointly and severally indemnify the Collateral Agent (or any sub-agent thereof), each other Credit Party and the other Indemnitees (as defined in Section 10.05 each Related Party of any of the Credit Agreementforegoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, settlement payments, costs and related expenses, expenses (including the reasonable and documented fees, charges and 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 Agreement, the Credit Agreement, the Guaranty, any other Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Collateral Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement, the Credit Agreement and the other Loan Documents, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyforegoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Grantor, or any of the Grantors’ directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or 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 in a by final and 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 nonappealable judgment to the extent such disputes do not arise from any act or omission of the 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 have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee). In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel. (c) To the fullest 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, the Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, or the transactions contemplated hereby or thereby. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement, the Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (d) Any such amounts payable as provided hereunder shall be additional Secured Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 8.06 shall be payable within not later than ten days of written (10) Business Days after demand therefor. (e) The agreements in this Section 8.06 shall survive the resignation of the Collateral Agent, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other 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 10.04 7.07 of the Credit Agreement as if Indenture (or such section were set out equivalent provision in full herein and references to “the Borrower” therein were references to “each Guarantorany other Senior Secured Notes Document).” (b) Without limitation of its indemnification obligations under the other Loan Senior Secured Notes Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees Indemnified Parties (as defined in Section 10.05 7.07 of the Credit AgreementIndenture) against, and hold each Indemnitee Indemnified Party harmless from, any and all losses, claims, damages, liabilities and reasonably related expenses, expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, Indemnified Party) incurred by any Indemnified Party or asserted against any Indemnitee Indemnified Party by any third party or by any Grantor arising out of, in connection with, or as a result of, (i) the executionexecution or delivery of this Agreement, delivery any other Senior Secured Notes Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or the administration of this Agreement and the other Senior Secured Notes Documents or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements brought by a third party or instruments contemplated herebyby any Grantor or any of such Grantor’s directors, shareholders or creditors, and regardless of whether or not any Indemnitee Indemnified Party is a party thereto; provided that such indemnity shall not, as to any IndemniteeIndemnified Party, be available to the extent that such losses, claims, damages, liabilities and or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, fraud, bad faith or willful misconduct of such Indemnitee or of any 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 in a final and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct of such Indemnitee)Indemnified Party. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 8.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Senior Secured Notes Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Senior Secured Notes Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 8.03 shall be payable within ten days 10 Business Days of written demand therefor.

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 10.04 10.2 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation of its indemnification obligations under the other Loan Credit Documents, each Guarantor Grantor, jointly and severally, agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 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 Indemnified Liabilities (as defined in the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, Credit Agreement) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities 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 in a final and 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 the extent such disputes Grantor would be required to do not arise from any act or omission so pursuant to Section 10.3 of the 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, bad faith or willful misconduct of such Indemnitee)Credit Agreement. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations guaranteed secured hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 6.03 shall be payable within ten 30 days of written demand therefor. (d) To the extent permitted by applicable law, (i) no Grantor shall assert, and each Grantor hereby waives, any claim against any Agent, any Arranger, any Lender, any Issuing Bank 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 for 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 the Grantors under Section 6.03(a) or 6.03(b). (e) Each Grantor agrees that none of any Agent, any Arranger, any Lender, any Issuing Bank 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, such Arranger, such Lender or such Issuing Bank in performing its express obligations under this Agreement 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 10.04 9.05 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each GuarantorAgreement.” (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor Grantor jointly and severally agrees to indemnify the Collateral 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 liabilities, and related out of pocket expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemniteeindemnitee, reasonably incurred by or asserted against any Indemnitee indemnitee arising out of, in connection any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated herebyto 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 Indemnitee, be available apply only to the extent that such lossesthe Borrower is required to Indemnify the Indemnitees under Section 9.05 of the Credit Agreement. To the extent permitted by applicable law, claimsno 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, liabilities and related expenses resulted from (x) the gross negligencein connection with, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or controlling Persons as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the officers, directors, employees, agents, advisors or members use 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 in a final and 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 the extent such disputes do not arise from any act or omission of the 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, bad faith or willful misconduct of such Indemnitee)proceeds thereof. (c) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed secured hereby and secured by the other Collateral Security Documents. The provisions of this Section 4.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 7.06 shall be payable within ten days of on written demand therefortherefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of the Credit Agreement.