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

Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors and the Grantors jointly and severally agree to reimburse the Collateral Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if each reference therein to the Borrower were a reference to the Guarantors and Grantors. (b) The Guarantors and Grantors jointly and severally agree to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each reference to the Borrower therein were a reference to the Guarantors and Grantors. (c) Any amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (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 this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (e) 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 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 Guarantors and the Grantors jointly and severally agree to reimburse the Collateral Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a11.03(a) of the Credit Agreement as if Loan Agreement; provided that each reference therein to the Borrower were “Borrower” shall be deemed to include a reference to the Guarantors and Grantors. (b) The Guarantors and Grantors jointly and severally agree to indemnify the Collateral Agent and hold harmless each Indemnitee the other Indemnitees as provided in Section 9.03(b11.03(b) of the Credit Loan Agreement as if mutatis mutandis; provided that each reference therein to the Borrower therein were “Borrower” shall be deemed to be a reference to the Guarantors and Grantors“each Grantor”. (c) Any such amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the fullest extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final and nonappealable final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Loan Documents by, such IndemniteeIndemnitee 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 this Agreementof, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (e) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBYThe provisions of this Section 10.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINthe consummation of the transactions contemplated hereby 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 any Secured Party. All amounts due under this Section shall be payable not later than 10 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 10.4. Any such amounts payable as provided hereunder shall be additional Secured Obligations.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors and the Grantors jointly and severally agree Each Grantor agrees (i) to pay or reimburse the Collateral Agent for its fees all reasonable, documented and invoiced out-of-pocket costs and expenses incurred hereunder as provided in Section 9.03(a) connection with the preparation, negotiation and execution of this Agreement and any amendment, waiver, consent or other modification of the Credit Agreement as provisions hereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby, including all Attorney Costs of Otterbourg and, if reasonably necessary, one local counsel in each reference therein relevant jurisdiction material to the Borrower were interests of the Lenders taken as a reference whole (which may include a single special counsel acting in multiple jurisdictions), and (ii) to pay or reimburse the Collateral Agent for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement (including all such reasonable, documented and invoiced out-of- pocket costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Guarantors Collateral Agent, the Administrative Agent, the Issuers and Grantors. the Lenders taken as a whole (b) The Guarantors and Grantors jointly and severally agree to indemnify and hold harmless each Indemnitee as provided and, if reasonably necessary, one local counsel in Section 9.03(b) of the Credit Agreement as if each reference to the Borrower therein were any relevant material jurisdiction (which may include a reference to the Guarantors and Grantors. (c) Any amounts payable hereunder, including as provided single special counsel acting in Section 7.03(a) or 7.03(bmultiple jurisdictions), shall be additional Secured Obligations secured hereby and by in each case for the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee foregoing clauses (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems and (including the Internetii), unless determined by a court of competent jurisdiction by final and nonappealable judgment subject to have resulted from the gross negligence or willful misconduct of such Indemnitee, 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 this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (e) 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 CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN.Section 12.3

Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors and the Grantors jointly and severally agree Xxxxxxx agrees to reimburse the Collateral Agent for its reasonable and documented out-of-pocket fees and expenses incurred hereunder as provided in in, and subject to the limitations set forth in, Section 9.03(a) 9.03 of the Credit Agreement as if each reference therein to the Borrower were a reference to the Guarantors and GrantorsAgreement. (b) The Guarantors and Grantors jointly and severally agree Grantor agrees to indemnify the Collateral Agent and hold harmless each Indemnitee the other Indemnitees as provided in in, and subject to the limitations set forth in, Section 9.03(b) 9.03 of the Credit Agreement as if each reference to the Borrower therein were a reference to the Guarantors and GrantorsAgreement. (c) Any amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the fullest extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to not assert, and each Grantor hereby waives, any claim against any Indemnitee as provided in Section 9.03(d) of the Credit Agreement; provided that, in each of paragraphs (ia) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems and (including the Internetb) above and this paragraph (c), unless determined by each reference therein to “the Borrower” shall be deemed to be a court of competent jurisdiction by final reference to “Grantor” and nonappealable judgment each reference therein to have resulted from the gross negligence or willful misconduct of such Indemnitee, or “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent.” (iid) 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 The provisions of this Agreement, Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document or any agreement or instrument Document, the consummation of the transactions contemplated hereby or thereby, the Transactionsrepayment 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 any Secured Party. All amounts due under this Section shall be payable not later than thirty (30) Business Days after written demand therefor; provided, however, any Loan or Indemnitee shall promptly refund an indemnification payment received hereunder to the use of the proceeds thereofextent 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. (e) 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 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 Guarantors and the Grantors jointly and severally agree to reimburse the Collateral Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a9.05 (a) of the Credit Agreement as if each reference therein to the Borrower were a reference to the Guarantors and Grantors. (b) The Guarantors and Grantors jointly and severally agree to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b9.05(b) of the Credit Agreement as if each reference to the Borrower therein were a reference to the Guarantors and Grantors. (c) Any amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee, 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 this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) 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 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 Guarantors and the Grantors jointly and severally parties hereto agree to reimburse that the Collateral Agent for shall be entitled to reimbursement of its fees and expenses incurred hereunder as provided in Section 9.03(a) 9.05 of the Credit Agreement as if each reference therein to the Borrower were a reference to the Guarantors and GrantorsAgreement. (b) The Guarantors and Grantors Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agree agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold harmless each Indemnitee harmless from, any and all costs, expenses (including reasonable and documented fees and out-of-pocket disbursements and other charges of one primary counsel to the Indemnitees, taken as provided a whole, and, if reasonably necessary, one local counsel in Section 9.03(bany relevant material jurisdiction; provided, however, that if (i) one or more Indemnitees shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (ii) the representation of the Credit Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the reasonable and documented fees and out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in any relevant material jurisdiction) and liabilities of such Indemnitee arising out of or in connection with the execution, delivery or performance of this Agreement as if each reference or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing or to the Borrower therein were Collateral, regardless of whether any Indemnitee is a reference party thereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the Guarantors and Grantors. extent that such costs, expenses or liabilities (cx) Any amounts payable hereunderresulted from the gross negligence, including as provided in Section 7.03(abad faith, fraud, or willful misconduct of such Indemnitee (or its Related Parties) or 7.03(b), shall be additional Secured Obligations secured hereby breach of its (or its Related Parties’) obligations hereunder or (y) resulted from any dispute solely among Indemnitees and by not involving the other Security DocumentsGrantors or their respective Affiliates. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor party hereto shall assert, or permit any of its subsidiaries to assert, and each Grantor party hereto hereby waives, waives any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (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 of, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. Notwithstanding the foregoing, this Section 6.05(b) shall not apply to Tax matters, which shall be governed exclusively by Section 2.21 of the Credit Agreement. (ec) 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 CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINAny such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 6.05 shall survive the Termination Date.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors and the Grantors jointly and severally agree to reimburse the Collateral Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) 9.2 of the Credit Agreement and with the same force and effect as if each reference therein such Guarantors and Grantors were parties to the Borrower were a reference to the Guarantors and GrantorsCredit Agreement. (b) The Guarantors and Grantors that are not a party to the Credit Agreement, jointly and severally agree to indemnify and hold harmless each Indemnitee as provided in Section 9.03(bSections 9.3(a) and 9.3(b) of the Credit Agreement and with the same force and effect as if each reference such Guarantors and Grantors were parties to the Borrower therein were a reference to the Guarantors and GrantorsCredit Agreement. (c) Any amounts payable hereunder, including as provided in Section 7.03(aparagraph (a) or 7.03(b), (b) of this Section shall be additional Secured Obligations secured hereby and by the other Security Collateral Documents. All amounts due under Section 7.03(aparagraph (a) or 7.03(b(b) of this Section shall be payable promptly after written demand therefortherefor (which shall include documentation reasonably supporting such request in reasonable detail). (d) To the extent permitted by applicable law, no Grantor Credit Party shall assert, or permit any of its subsidiaries to assert, and each Grantor Credit Party hereby waives, any claim against any Indemnitee (i) for Agent, Arranger or Lender or any damages arising from Related Party of any of the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (ii) foregoing 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 of, or in any way related to this Agreement, Agreement or any other Loan Credit Document or any agreement or instrument contemplated hereby or therebythereby or referred to herein or therein, the Transactionstransactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofthereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBYEach Credit Party agrees that no Agent, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINArranger or Lender or Related Party of any of the foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party 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, in each case, except, subject to Section 7.03(d), in the case of any Credit Party 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 or willful misconduct of such Agent, Arranger or Lender (or its directors, officers or employees) in performing its obligations under this Agreement or any other Credit Document.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors and the Grantors jointly and severally agree Each Grantor agrees to pay or reimburse the Collateral Agent for its all reasonable, documented and invoiced out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, documentation and execution of this Agreement and any amendment, waiver, consent or other modification of the provisions hereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of this Agreement and the transactions contemplated hereby, including (A) all Attorney Costs of Xxxxx Xxxxxx LLP and, if reasonably necessary, a single firm of local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (which may include a single special counsel acting in multiple jurisdictions), and (B) reasonable, documented and invoiced out-of-pocket fees and expenses incurred hereunder in connection with field examinations and inventory appraisals (including desktop appraisals), and to pay or reimburse the Collateral Agent for all reasonable, documented and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement (including all such reasonable, documented and invoiced out-of-pocket costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single firm of counsel to the Administrative Agent and all Attorney Costs of a single firm of counsel to the Lenders taken as provided a whole (and, if reasonably necessary, a single firm of local counsel in any relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The agreements in this Section 9.03(a8.03(a) shall survive the termination of the Credit Agreement as if each reference therein to the Borrower were Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 8.03(a) shall be paid promptly following receipt by a reference to the Guarantors and GrantorsGrantor of an invoice relating thereto setting forth such expenses in reasonable detail. (b) The Guarantors and Grantors Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees to jointly and severally agree indemnify and hold harmless the Collateral Agent and the other Indemnitees (as defined in Section 12.4 of the Credit Agreement) from and against any and all liabilities, losses, damages, claims, and reasonable, documented and invoiced out-of-pocket fees and expenses (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (but limited, in the case of Attorney Costs, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of a single firm of counsel to all Indemnitees taken as a whole and, if necessary, a single firm of local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions), and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional firm of counsel for each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of this Agreement or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or the consummation of the transactions contemplated thereby, (ii) the ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of Collateral, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Grantor or any Subsidiary, or any Environmental Liabilities arising out of the activities or operations of any Grantor or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims, costs, expenses or disbursements resulted from (A) the gross negligence, bad faith, intentional fraud or willful misconduct of such Indemnitee or of any Related Indemnified Person, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (B) are relating to disputes amongst Indemnitees other than (x) any claim against an Indemnitee or its Related Parties in its capacity or in fulfilling its role as Administrative Agent or Collateral Agent and (y) any claim arising out of any act or omission of a Grantor or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless each set forth in this Section 8.03 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, such Grantor shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee as provided shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Grantor have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or arising out of its activities in connection herewith (whether before or after the Effective Date) (other than, in the case of any Grantor, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.03(b8.03 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 8.03 shall be paid within twenty (20) Business Days after written demand therefor from the Collateral Agent or the Indemnitee entitled thereto. The agreements in this Section 8.03 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments, the repayment, satisfaction or discharge of all the other Obligations, and the termination of this Agreement. This Section 8.03 shall not apply to Taxes, or amounts excluded from the definition of Taxes pursuant to clauses (i) through (viii) of the first sentence of Section 3.1(a) of the Credit Agreement as if each reference Agreement, that are imposed with respect to payments to or for account of any Agent or any Lender under any Loan Document, which shall be governed by Section 3.1 of the Borrower therein were a reference Credit Agreement. This Section 8.03 also shall not apply to Other Taxes or to taxes covered by Section 3.4 of the Guarantors and GrantorsCredit Agreement. (c) Any such amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), hereunder shall be additional Secured Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 8.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, 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, any resignation of the Administrative Agent or 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 7.03(a) or 7.03(b) 8.03 shall be payable promptly within twenty (20) Business Days after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (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 this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (e) 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 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 Guarantors Each Grantor, jointly with the other Grantors and the Grantors jointly and severally agree severally, agrees to reimburse the Collateral Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if Agreement; provided that each reference therein to the Borrower were “Borrower” shall be deemed to be a reference to the Guarantors and Grantors“each Grantor.” (b) The Guarantors Without limitation of its indemnification obligations under the other Loan Documents, each Grantor, jointly with the other Grantors and Grantors jointly and severally agree severally, agrees to indemnify the Collateral Agent and hold harmless each Indemnitee the other Indemnitees as provided in Section 9.03(b) of the Credit Agreement as if Agreement; provided that each reference therein to the Borrower therein were “Borrower” shall be deemed to be a reference to the Guarantors and Grantors“each Grantor.” (c) Any amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee (i) Lender-Related Party for any direct or actual damages arising from the use by others unintended recipients of information or other materials obtained distributed to such unintended recipients by such Lender-Related Party through telecommunications, electronic or other information transmission systems (including the Internet)) in connection with this Agreement, unless the Credit Agreement, or any other Loan Document or the transactions contemplated hereby or thereby; provided that such indemnity shall not, as to any Lender-Related Party, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by in a final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Loan Documents by, such Lender-Related Party. To the extent permitted by applicable law, neither any Grantor nor any Indemnitee shall assert, and each hereby waives, any claim against any Grantor or any Indemnitee, or (ii) as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of of, this Agreement, the Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (ed) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBYThe provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINthe consummation of the transactions contemplated hereby 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 any Secured Party. All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final and non-appealable judgment by a court of competent jurisdiction 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 Guarantors Each Grantor, jointly with the other Grantors and the Grantors jointly and severally agree severally, agrees to reimburse the Collateral Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if Agreement; provided that each reference therein to the Borrower were “Borrower” shall be deemed to be a reference to the Guarantors and Grantors“each Grantor.” (b) The Guarantors Without limitation of its indemnification obligations under the other Loan Documents, each Grantor, jointly with the other Grantors and Grantors jointly and severally agree severally, agrees to indemnify the Collateral Agent and hold harmless each Indemnitee the other Indemnitees as provided in Section 9.03(b) of the Credit Agreement as if Agreement; provided that each reference therein to the Borrower therein were “Borrower” shall be deemed to be a reference to the Guarantors and Grantors“each Grantor.” (c) Any amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by others unintended recipients of information or other materials obtained distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet)) in connection with this Agreement, unless the Credit Agreement, or any other Loan Document or the transactions contemplated hereby or thereby; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by in a final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee. To the extent permitted by applicable law, neither any Grantor nor any Indemnitee shall assert, and each hereby waives, any claim against any Grantor or (ii) any Indemnitee, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of of, this Agreement, the Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (ed) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBYThe provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINthe consummation of the transactions contemplated hereby 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 any Secured Party. All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final and non-appealable judgment by a court of competent jurisdiction 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 Guarantors Pledgor hereby reaffirms its indemnification obligations under the Covered Documents with respect to the Collateral Agent and each other Secured Party and their respective officers, directors, employees, agents and affiliates in connection with their execution and delivery of this Agreement, the transactions contemplated hereunder and the Grantors jointly and severally agree performance of their respective obligations hereunder. (b) Without duplication of its obligations under the other Covered Documents, the Pledgor hereby agrees (i) to pay or reimburse the Collateral Agent for its fees reasonable out of pocket costs and expenses incurred hereunder as provided in Section 9.03(a) connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the Credit Agreement as transactions contemplated hereby and thereby, including the reasonable fees and disbursements of only one joint counsel and one joint special California counsel and, if necessary, one joint local counsel in each reference therein other relevant jurisdiction to the Borrower were a reference Collateral Agent and the Secured Parties (and in the case of an actual or perceived conflict of interest, one additional counsel for each applicable jurisdiction to each group of similarly situated affected persons) and filing and recording fees and expenses, with statements with respect to the Guarantors and Grantors. (b) The Guarantors and Grantors jointly and severally agree foregoing to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each reference be submitted to the Borrower therein were a reference Pledgor prior to the Guarantors Effective Date (in the case of amounts to be paid on the Effective Date) and Grantorsfrom time to time thereafter on a quarterly basis or such other periodic basis as the Collateral Agent shall deem appropriate and (ii) to pay or reimburse the Collateral Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of only one joint counsel, one joint special California counsel and, if necessary, one local counsel in each other relevant jurisdiction to the Collateral Agent and the Secured Parties (and in the case of an actual or perceived conflict of interest, one additional counsel for each applicable jurisdiction to each group of similarly situated affected persons). (c) Any amounts payable hereunderWithout duplication of its indemnification obligations under the other Covered Documents, the Pledgor agrees to indemnify the Collateral Agent and its Affiliates and their respective officers, directors, employees and agents (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever whether brought by the Pledgor or any other Person, with respect to the execution, delivery, enforcement and performance of, or arising out of or in connection with, this Agreement, the Covered Documents and any such other documents, including as provided the reasonable, documented and invoiced fees and expenses of one joint counsel and one joint special California counsel and, if necessary, one joint local counsel in Section 7.03(a) or 7.03(beach other relevant jurisdiction to the applicable Indemnitee (and in the case of a conflict of interest, one additional counsel to each group of similarly situated affected Persons (it being understood and agreed, for the avoidance of doubt, that the limitation on number of counsel shall not be applicable to the Initial Notes Trustee)), in connection with claims, actions or proceedings by any Indemnitee against the Pledgor under any Covered Document (collectively, the “Indemnified Liabilities”), provided, that the Pledgor shall be additional Secured have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities relating to any Series of First Lien Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To to the extent permitted such Indemnified Liabilities resulted from, as determined in a final non-appealable judgment by applicable lawa court of competent jurisdiction, no Grantor shall assert(x) the gross negligence, bad faith or permit any willful misconduct of such Indemnitee or its subsidiaries to assertAffiliates, and each Grantor hereby waives, any claim against any Indemnitee (iy) for any damages the material breach of such Indemnitee’s funding obligations under the Covered Documents in respect of such Series of First Lien Obligations or (z) a dispute amongst one or more Secured Parties of such Series of First Lien Obligations not arising from the use by others Pledgor’s breach of information its obligations under the Covered Documents in respect of such Series of First Lien Obligations (other than a dispute involving a claim against an Indemnitee for its acts or other materials obtained through telecommunicationsomissions in its capacity as an arranger, electronic bookrunner, agent or other information transmission systems (including similar role in respect of such Series of First Lien Obligations, except, to the Internet), unless extent such acts or omissions are determined by a court of competent jurisdiction by a final and nonappealable non-appealable judgment to have resulted from constituted the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee in such capacity). This Section 4.03(c) shall not apply with respect to Taxes, other than Taxes that represent claims, damages, losses, liabilities, costs or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) expenses arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereoffrom non-Tax claims. (ed) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBYAny such amounts payable under this Section 4.03 shall be additional Secured Obligations secured hereby. 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 Covered Document, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINthe 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 Covered Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party, and shall survive for two years (provided that such two year limitation shall not apply with respect to the Initial Notes Trustee), after repayment of all Secured Obligations and all other amounts payable hereunder and under the Covered Documents. All amounts due under this Section 4.03 shall be payable not later than 30 days after written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors Each Grantor, jointly with the other Grantors and the Grantors jointly and severally agree severally, agrees to reimburse the Collateral Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if Agreement; provided that each reference therein to the Borrower were “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the Guarantors and Grantors“Collateral Agent”. (b) The Guarantors Each Grantor, jointly with the other Grantors and Grantors jointly and severally agree severally, agrees to indemnify the Collateral Agent and hold harmless each Indemnitee the other Indemnitees as provided in Section 9.03(b) of the Credit Agreement as if Agreement; provided that each reference therein to the Borrower therein were “Borrower” shall be deemed to be a reference to the Guarantors and Grantors“each Grantor”. (c) Any amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the fullest extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final and nonappealable final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a breach of the Loan Documents by, such IndemniteeIndemnitee 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 this Agreementof, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (ed) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBYThe provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINthe consummation of the transactions contemplated hereby 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 any Secured Party. All amounts due under this Section shall be payable 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 Guarantors and the Grantors agree, jointly and severally agree severally, to reimburse pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent for its fees in connection with the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated). The Grantors also agree to pay all documented and out-of-pocket expenses incurred hereunder as provided by the Collateral Agent in Section 9.03(a) connection with the enforcement or protection of its rights in connection with this Agreement and the Credit Agreement as if each reference therein to the Borrower were a reference to the Guarantors and Grantorsother Loan Documents (including in connection with any restructuring or “work-out”, whether or not consummated). (b) No provision of this Agreement, any other Security Document or any other Loan Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Agreement, any other Security Document or any other Loan Document or the exercise of any of its rights or powers hereunder or thereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability (including an advance of moneys necessary to perform work or to take the action requested) is not reasonably assured to it and the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion (including an advance of moneys necessary to take the action requested). The Guarantors and Grantors jointly and severally agree Collateral Agent shall be under no obligation or duty to indemnify and hold harmless each Indemnitee as provided take any action under this Agreement, any other Security Document or any other Loan Document or otherwise if taking such action (i) could reasonably be expected to subject the Collateral Agent to a tax in Section 9.03(bany jurisdiction where it is not then subject to a tax or (ii) of could reasonably be expected to require the Credit Agreement as if each reference Collateral Agent to the Borrower therein were a reference qualify to the Guarantors and Grantorsdo business in any jurisdiction where it is not then so qualified. (c) Any amounts payable hereunderWithout limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent (which, for the purposes of this Section, the Security Documents and any Intercreditor Arrangements, shall include its officers, directors, employees, agents, delegates and counsel) against, and to hold the Collateral Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against the Collateral Agent arising out of, in any way connected with, or as provided in Section 7.03(a) a result of, the execution, delivery or 7.03(b)performance of this Agreement, shall be additional Secured Obligations secured hereby and by the other Security Documents, any Intercreditor Arrangement or any agreement or instrument contemplated hereby or thereby or any claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, whether or not the Collateral Agent is a party thereto (and regardless of whether such matter is initiated by a third party or by the Loan Parties or other Subsidiaries); provided that such indemnity shall not, as to the Collateral Agent, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (or settlement tantamount thereto) to have resulted from the bad faith, gross negligence or wilful misconduct of the Collateral Agent. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunicationsCollateral Agent, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (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 of, this Agreement, any the other Loan Document Security Documents, the First Lien Intercreditor Agreement or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (ed) 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 CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINAny such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Security Document or the resignation or removal of the Collateral Agent.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors and the Grantors jointly and severally agree MSGE agrees to reimburse the Collateral Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) 9.03 of the Credit Agreement as if each reference therein to the Borrower were a reference to the Guarantors and GrantorsMSGE. (b) The Guarantors and Grantors jointly and severally agree MSGE agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each reference to the Borrower therein were a reference to the Guarantors and GrantorsMSGE. (c) Any amounts payable hereunder, including as provided in Section 7.03(a6.3(a) or 7.03(b6.3(b), shall be additional Secured Obligations secured hereby and by the other Security Documentsguaranteed hereby. All amounts due under Section 7.03(a6.3(a) or 7.03(b6.3(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor MSGE shall not assert, or permit any of its subsidiaries Subsidiaries to assert, and each Grantor MSGE hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (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 this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (e) 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 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 Guarantors and Subject to the Grantors terms of the Intercreditor Agreement, each Pledgor jointly and severally agree agrees to reimburse pay upon demand to the Collateral Agent for the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its fees and expenses incurred hereunder as provided outside counsel which the Collateral Agent may incur in Section 9.03(aconnection 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 each reference therein Collateral, (iii) the exercise, enforcement or protection of any rights of the Collateral Agent hereunder or (iv) the failure of any Pledgor to perform or observe any of the Borrower were a reference provisions hereof applicable to the Guarantors and Grantorsit. (b) The Guarantors and Grantors Without limitation of its indemnification obligations under the other Indenture Documents, each Pledgor jointly and severally agree agrees to indemnify the Collateral Agent, the Trustee and each Affiliate of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if each reference to the Borrower therein were a reference to the Guarantors harmless from, any and Grantors. (c) Any amounts payable hereunderall losses, claims, damages, liabilities and related expenses, including as provided reasonable counsel fees, charges and disbursements (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction) (except the allocated costs of in Section 7.03(a) or 7.03(bhouse counsels), shall be additional Secured Obligations secured hereby and incurred by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim asserted against any Indemnitee arising out of, in connection with, or as a result of, (i) for the execution or delivery of this Agreement or any damages arising from other Indenture Document or any agreement or instrument contemplated hereby or thereby, including without limitation, the Supplement to Windstorm Insurance Intercreditor Agreement dated as of the date hereof (the “Windstorm Supplement”), the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions contemplated hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, including without limitation, any claim, litigation, investigation or proceeding relating to the Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008 that arises prior to or after the execution of the Windstorm Supplement, or to the Collateral, whether or not any Indemnitee is a party thereto and regardless whether such matter is initiated by others of information a third party or other materials obtained through telecommunicationsany Pledgor; provided that such indemnity shall not, electronic as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other information transmission systems (including the Internet), unless related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee, 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 this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (ec) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBYAny such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Indenture Document, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINthe 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 Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.06 shall be payable on written demand therefor.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors and the Grantors Each Grantor jointly and severally agree agrees to reimburse 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, which the Collateral Agent may incur in connection with (i) the administration of this Agreement (including the customary fees and charges of the Collateral Agent for any audits conducted by it or on its fees and expenses incurred hereunder as provided in Section 9.03(abehalf with respect to the Accounts Receivable or Inventory), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Credit Agreement as if each reference therein Guaranteed Obligations 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 were a reference to the Guarantors and Grantorsprovisions hereof. (b) The Guarantors and Grantors Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agree agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Existing Credit Agreement) under the Existing Credit Agreement (the "EXISTING INDEMNITEES") and the other Indemnitees (as defined in Section 9.03 of the New Credit Agreement) under the New Credit Agreement (the "NEW INDEMNITEES", and together with the Existing Indemnitees, the "INDEMNITEES") against, and hold each of them harmless each Indemnitee from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as provided in Section 9.03(b) a result of, the execution, delivery or performance of the Credit this Agreement as if each reference or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating hereto or to the Borrower therein were Guaranteed Obligations Collateral, whether or not any Indemnitee is a reference party thereto; PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the Guarantors and Grantors. (c) Any amounts payable hereunderextent that such losses, including as provided in Section 7.03(a) claims, damages, liabilities or 7.03(b), shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, or . (iic) on any theory of liability, for special, indirect, consequential or punitive damages (Any such amounts payable as opposed to direct or actual damages) arising out of, in connection with, or as a result provided hereunder shall be additional Guaranteed Obligations secured hereby and by the other Security Documents. The provisions of this Agreement, Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document Document, the consummation of the transactions contemplated hereby, the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any agreement other Loan Document, or instrument contemplated hereby any investigation made by or thereby, the Transactions, any Loan or the use on behalf of the proceeds thereofCollateral Agent or any other Secured Party. All amounts due under this Section 7.06 shall be payable within 10 days of written demand therefor. (e) 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 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 Each Guarantor, jointly with the other Guarantors and the Grantors jointly and severally agree severally, agrees to reimburse the Collateral Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) 11.01 of the Credit Agreement as if Agreement; provided that each reference therein to the Borrower were “Borrower” shall be deemed to be a reference to the Guarantors and Grantors“each Guarantor.” (b) The Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor, jointly with the other Guarantors and Grantors jointly severally, agrees to indemnify the Collateral Agent and severally agree the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (limited, in the case of (i) legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees and expenses of one counsel for all Indemnitees and, 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 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 other 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 by 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, whether brought by a third party or 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, costs or related expenses (w) resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (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) 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 the Borrower or any Subsidiary or (z) 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 hold harmless each Indemnitee as from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this paragraph; provided in Section 9.03(b) further that the Borrower shall not, without the prior written consent of the Credit Agreement 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 if each reference to the Borrower therein were or any admission of fault, culpability or a reference failure to the Guarantors and Grantorsact by or on behalf of such Indemnitee. (c) Any amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the fullest extent permitted by applicable law, no Grantor shall assertparty hereto nor any Affiliate of any party hereto, nor any officer, director, employee, agent, controlling person, advisor or permit other representative of the foregoing or any successor or permitted assign of any of its subsidiaries to the foregoing shall assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (ii) Person on any theory of liability, 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 of, or in any way related to, this Agreement, Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Financing Transactions, any Loan or the use of the proceeds thereofthereof 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 permitted by applicable law, no party hereto or an Indemnitee shall assert, and each hereby waives, any claim against 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 through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; except to the extent that such 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 or its Related Parties. (e) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBYThe provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREINthe consummation of the transactions contemplated hereby or thereby, 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 any Secured Party. All amounts due under this Section 5.03 shall be payable not later than 10 Business Days after written demand therefore; 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 Obligations.

Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors Each Grantor, jointly with the other Grantors and the Grantors jointly and severally agree severally, agrees to reimburse the Collateral Agent for its reasonable and documented out-of-pocket fees and expenses incurred hereunder as provided in in, and subject to the limitations set forth in, Section 9.03(a) 9.03 of the Credit Agreement as if each reference therein to the Borrower were a reference to the Guarantors and GrantorsAgreement. (b) The Guarantors Each Grantor, jointly with the other Grantors and Grantors jointly and severally agree severally, agrees to indemnify the Collateral Agent and hold harmless each Indemnitee the other Indemnitees as provided in in, and subject to the limitations set forth in, Section 9.03(b) 9.03 of the Credit Agreement as if each reference to the Borrower therein were a reference to the Guarantors and GrantorsAgreement. (c) Any amounts payable hereunder, including as provided in Section 7.03(a) or 7.03(b), shall be additional Secured Obligations secured hereby and by the other Security Documents. All amounts due under Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor. (d) To the fullest extent permitted by applicable law, no Grantor shall assert, or permit any of its subsidiaries to assert, and each Grantor hereby waives, any claim against any Indemnitee as provided in Section 9.03(d) of the Credit Agreement; provided that, in each of paragraphs (ia) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems and (including the Internetb) above and this paragraph (c), unless determined by each reference therein to “the Borrower” shall be deemed to be a court of competent jurisdiction by final reference to “each Grantor” and nonappealable judgment each reference therein to have resulted from the gross negligence or willful misconduct of such Indemnitee, or “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent.” (iid) 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 The provisions of this Agreement, Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document or any agreement or instrument Document, the consummation of the transactions contemplated hereby or thereby, the Transactionsrepayment 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 any Secured Party. All amounts due under this Section shall be payable not later than thirty (30) Business Days after written demand therefor; provided, however, any Loan or Indemnitee shall promptly refund an indemnification payment received hereunder to the use of the proceeds thereofextent 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. (e) 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 CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN.