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 by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 of the Credit Agreement or any equivalent provision of any Other First Lien Agreement. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Credit Agreement Document or any Other First Lien Agreement, 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, any other Credit Agreement Document or any Other First Lien Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 9.03 of the Credit Agreement or any equivalent provision of any Other First Lien Agreement. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Credit Agreement Document or any Other First Lien Agreement, 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, any other Credit Agreement Document or any Other First Lien Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by as provided in Section 10.04 of the PledgorsCredit Agreement as if such section was set out in full herein mutatis mutandis. (b) Without limitation of its indemnification obligations under the other Loan Documents, and each Guarantor agrees to indemnify the Collateral Agent and the other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided defined in Section 9.05 10.05 of the Credit Agreement) in accordance with Section 10.05 of the Credit Agreement or any equivalent provision of any Other First Lien Agreement(as if such section was set out in full herein mutatis mutandis). (bc) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured guaranteed hereby and secured by the other Security Collateral Documents. The provisions of this Section 5.06 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan 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, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 4.03 shall be payable within fifteen ten (10) days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by setting forth such amounts in reasonable documentation with respect to any reimbursement, indemnification or other amount requesteddetail. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 of the Credit Agreement or any equivalent provision of the Notes Indenture or any Other First Lien Agreement. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Credit Agreement Document, any other Notes Indenture Document or any Other First Lien Agreement, 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, any other Credit Agreement Document, any other Notes Indenture Document or any Other First Lien Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, Pledgors and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 7.07 of the Credit Agreement or any equivalent provision of any Other First Lien AgreementNotes Indenture. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementNotes Indenture 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, Agreement or any other Credit Agreement Document or any Other First Lien AgreementNotes Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Second-Priority Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the First-Priority Collateral Agent may agreereasonably agree to pursuant to the Collateral Agreement (First Lien); provided, that after the Discharge of First-Priority Obligations, such period shall be within fifteen days) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this the Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 of the Credit Agreement (or any Equivalent Provision thereof) or any equivalent provision of any Other First Lien Agreement. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan 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, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured PartyParty or the resignation of the Collateral Agent. All amounts due under this Section 5.06 7.06 shall be payable within fifteen thirty (30) days (or such longer period as the Collateral Agent may agree) of after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) The agreements in this Section 5.06 For the avoidance of doubt, the provisions of Article VIII of the Credit Agreement or any equivalent provisions of any Other First Lien Agreement shall survive the resignation of also apply to the Collateral Agent and the termination acting under or in connection with this Agreement in such capacity. No provision of this AgreementAgreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 7.06 of the Credit Agreement Notes Indenture or any equivalent provision of any Other First Second Lien Agreement. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Credit Agreement Notes Document or any Other First Second Lien Agreement, 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, any other Credit Agreement Notes Document or any Other First Second Lien Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable and documented expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees Indemnified Persons shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 9.03 of the Credit Note Purchase Agreement or any equivalent provision of any Other First Lien Agreement. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Credit Note Purchase Agreement Document or any Other First Lien Agreement, 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, any other Credit Note Purchase Agreement Document or any Other First Lien Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen thirty days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder to the extent required by Section 10.04 of the PledgorsCredit Agreement as if such section were set out in full herein and references to “the applicable Borrower” therein were references to each Grantor. US-DOCS\98864089.6 (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees, jointly and severally, to indemnify the Collateral Agent and the other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided defined in Section 9.05 10.05 of the Credit Agreement) to the extent required by Section 10.05 of the Credit Agreement or any equivalent provision of any Other First Lien Agreementas if such section were set out in full herein and references to “the Borrowers” therein were references to “each Grantor.” (bc) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan 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, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 6.03 shall be payable within fifteen days ten (or such longer period as the Collateral Agent may agree10) Business Days of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 9.03 of the Credit Agreement or any equivalent provision of any Other First Lien Agreement. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Credit Agreement Document or any Other First Lien Agreement, 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, any other Credit Agreement Document or any Other First Lien Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. . (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of any and all of its documented out-of-pocket expenses incurred hereunder by in connection with the Pledgorsenforcement of any rights or remedies under this Agreement or any other Indenture Document. (b) The parties hereto agree that the Collateral Agent shall be entitled to indemnification as provided in Section 10.11(b) of the Indenture as if such section were set out in full herein, and each Grantor hereby waives all liabilities against the Collateral Agent and other Indemnitees each Notes Secured Party to the extent set forth in Section 10.11(b) of the Indenture and shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in entitled to all rights granted to it pursuant to Section 9.05 7/12 of the Credit Agreement or any equivalent provision of any Other First Lien AgreementIndenture. (bc) Any such amounts payable as provided hereunder shall be additional Secured Indenture Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementIndenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Indenture Obligations, the invalidity or unenforceability of any term or provision of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementIndenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Notes Secured Party. All amounts due under this Section 5.06 6.03 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) ten Business Days of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto Grantors jointly and severally agree that to reimburse the Collateral Agent shall be entitled to reimbursement of for its fees and expenses incurred hereunder by as provided in Section 10.01 of the Pledgors, Credit Agreement and in any comparable provision of any other Loan Document; provided that each reference therein to a “Borrower” or “Borrowers” (and any comparable term) shall be deemed to be a reference to the “Grantors”. (b) The Grantors jointly and severally agree to indemnify the Collateral Agent and the other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, Indemnified Parties as provided in Section 9.05 10.01 of the Credit Agreement or and in any equivalent comparable provision of any Other First Lien Agreementother Loan Document; provided that each reference therein to a “Borrower” or “Borrowers” (and any comparable term) shall be deemed to be a reference to the “Grantors”. (bc) Any such amounts payable as provided hereunder or under Section 10.01 of the Credit Agreement and in any comparable provision of any other Loan Document shall be additional Secured Obligations secured hereby and by the other Security DocumentsCollateral Agreements. The provisions of this Section 5.06 4.03 shall survive and remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan 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, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. Party or the resignation or the removal of the Collateral Agent. (d) All amounts due under this Section 5.06 4.03 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) of promptly after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of any and all of its documented out-of-pocket expenses incurred hereunder by in connection with the Pledgorsenforcement of any rights or remedies under this Agreement or any other Indenture Document. (b) The parties hereto agree that the Collateral Agent shall be entitled to indemnification as provided in Section 10.11(b) of the Indenture as if such section were set out in full herein, and each Grantor hereby waives all liabilities against the Collateral Agent and other Indemnitees each Notes Secured Party to the extent set forth in Section 10.11(b) of the Indenture and shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in entitled to all rights granted to it pursuant to Section 9.05 7.12 of the Credit Agreement or any equivalent provision of any Other First Lien AgreementIndenture. (bc) Any such amounts payable as provided hereunder shall be additional Secured Indenture Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementIndenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Indenture Obligations, the invalidity or unenforceability of any term or provision of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementIndenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Notes Secured Party. All amounts due under this Section 5.06 5.03 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) ten Business Days of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder to the extent required by Section 10.04 of the PledgorsCredit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to each Grantor. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees, jointly and severally, to indemnify the Collateral Agent and the other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided defined in Section 9.05 10.05 of the Credit Agreement) to the extent required by Section 10.05 of the Credit Agreement or any equivalent provision of any Other First Lien Agreementas if such section were set out in full herein and references to “the Borrower” therein were references to “each Grantor.” (bc) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan 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, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 6.03 shall be payable within fifteen days ten (or such longer period as the Collateral Agent may agree10) Business Days of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by as provided in Section 10.04 of the PledgorsCredit Agreement as if such section was set out in full herein mutatis mutandis. (b) Without limitation of its indemnification obligations under the other Loan Documents, and the Parent agrees to indemnify the Collateral Agent and the other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided defined in Section 9.05 10.05 of the Credit Agreement) in accordance with Section 10.05 of the Credit Agreement or any equivalent provision (as if such section was set out in full herein mutatis mutandis). (c) By accepting the benefits of any Other First Lien this Agreement, each of the Noteholders agrees to indemnify the Collateral Agent as contemplated by Section 9.07 of the Credit Agreement as if such Secured Party was a “Lender” as set forth in Section 9.07 of the Credit Agreement. (bd) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan 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, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 5.03 shall be payable within fifteen ten (10) days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by therefor, setting forth such amounts in reasonable documentation with respect to any reimbursement, indemnification or other amount requesteddetail. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 of the Credit Agreement or any equivalent provision of any Other First Lien Agreement. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Credit Agreement Document or any Other First Lien AgreementDocument, 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, any other Credit Agreement Document or any Other First Lien AgreementDocument, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Administrative Agent (acting on the instructions of the Required Lenders) may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement. (d) For the avoidance of doubt, the provisions of Article VIII of the Credit Agreement shall also apply to the Collateral Agent acting under or in connection with this Agreement. No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgorsindemnity for its actions in connection herewith, in each case of this clause (a), mutatis mutandiscase, as provided in Section 9.05 Sections 7.07 and 7.12 of the Credit Agreement or any equivalent provision of any Other First Lien AgreementIndenture. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 6.3 shall remain operative and in full force and effect regardless of the resignation of each or either of the Trustee and the Collateral Agent and the termination of this Agreement, any other Credit Agreement Notes Document or any Other First Lien AgreementAdditional Pari Passu Debt 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, any other Credit Agreement Notes Document or any Other First Lien AgreementAdditional Pari Passu Debt Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 6.3 shall be payable within fifteen 10 days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor. (c) The agreements in this Section 5.06 shall survive provisions of Articles VII and XI of the resignation Indenture, including the rights, benefits, privileges, protections, indemnities and immunities of the Collateral Agent and the termination Agent, are incorporated herein mutatis mutandis, as if a part hereof. No provision of this AgreementAgreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that 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 by the Pledgors, and to indemnify the Collateral Agent and other Indemnitees shall be indemnified by the PledgorsAgent, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 subsections 10.3(a) and (b) of the Credit Agreement or any equivalent provision of any Other First Lien Agreement. (b) Any such amounts payable as ; provided hereunder that each reference therein to the “Borrower” shall be additional Secured Obligations secured hereby deemed to be a reference to “each Grantor” and by each reference therein to the other Security Documents. “Administrative Agent” or “Administrative Agents” shall be deemed to be a reference to the “Collateral Agent.” The provisions of this Section 5.06 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan 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, Agreement or any other Credit Agreement Document or any Other First Lien AgreementLoan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen not later than 20 days (or such longer period as the Collateral Agent may agree) of after written demand therefor accompanied by reasonable documentation 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 any reimbursement, indemnification or other amount requested. (c) The agreements in such payment pursuant to this Section 5.06 5.03. Any such amounts payable as provided hereunder shall survive the resignation of the Collateral Agent and the termination of this Agreementbe additional Secured Obligations.