Common use of Indemnification of Collateral Agent Clause in Contracts

Indemnification of Collateral Agent. Financial Security hereby indemnifies and holds the Collateral Agent harmless from and against any and all judgments, claims, defenses, charges, losses, liabilities, costs or expenses that the Collateral Agent may incur or that may be claimed against the Collateral Agent by any Person by reason of any action taken, or any failure to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this Agreement; provided, however, that Financial Security shall not be required to indemnify the Collateral Agent pursuant to this Section for any judgments, claims, defenses, charges, losses, liabilities, costs or expenses to the extent caused by such Collateral Agent's willful misconduct or gross negligence in any action taken, or any failure to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this Agreement. The Collateral Agent shall have the right to retain counsel in any action for which indemnification from Financial Security is provided herein, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided herein. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to the Collateral Agent the amount specified in each such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless of the termination of this Agreement.

Indemnification of Collateral Agent. Financial Security (a) Whether or not the transactions contemplated hereby indemnifies and holds are consummated, each Committed Lender severally agrees to indemnify the Collateral Agent harmless (to the extent not reimbursed by the Transaction Parties), ratably based on the Commitment of such Committed Lender (or, if the Commitments have terminated, ratably according to the respective Commitment of such Committed Lender immediately prior to such termination), from and against any and all judgmentsliabilities, claims, defenses, chargesobligations, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, expenses or expenses that the Collateral Agent may incur disbursements of any kind or that nature whatsoever which may be claimed imposed on, incurred by, or asserted against the Collateral Agent by Agent, as the case may be, in any Person by reason way relating to or arising out of this Agreement or any other Transaction Document or any action taken, reasonably taken or any failure to act, in connection with the duties and responsibilities of omitted by the Collateral Agent under this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the terms of this AgreementCollateral Agent’s gross negligence, fraud or willful misconduct; provided, however, that Financial Security no action taken in accordance with the express direction of the Administrative Agent (acting on the instructions of the Majority Lenders) shall not be required deemed to indemnify constitute negligence, fraud or willful misconduct for purposes of this Section. (b) Without limiting the foregoing, each Lender shall reimburse the Collateral Agent pursuant to this Section upon demand for its ratable share of any judgments, claims, defenses, charges, losses, liabilities, costs or out-of-pocket expenses to (including attorney’s fees) incurred by the extent caused by such Collateral Agent's willful misconduct or gross negligence in any action taken, or any failure to act, Agent in connection with the duties preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Collateral Agent is not promptly reimbursed for such expenses by or on behalf of the Company. (c) The undertaking in this Section 33.4 shall survive payment on the Final Payout Date and responsibilities the resignation or replacement of the Collateral Agent under the terms of this Agreement. The Collateral Agent shall have the right to retain counsel in any action for which indemnification from Financial Security is provided herein, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided herein. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to the Collateral Agent the amount specified in each such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless of the termination of this AgreementAgent.

Indemnification of Collateral Agent. Financial Security hereby indemnifies Each Lender severally, but not jointly, agrees (a) to indemnify and holds the hold Collateral Agent (and each Collateral Agent-Related Person) harmless from and against and (b) promptly upon receipt by each Lender of Collateral Agent’s statement, to reimburse Collateral Agent, according to such Lender’s Pro Rata Share, to the extent Collateral Agent shall not otherwise have been reimbursed by Borrower on account of and for, any and all judgmentsliabilities, claims, defenses, chargesobligations, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, expenses (including, without limitation, the fees and disbursements of counsel and other advisors) or expenses that the Collateral Agent may incur or that may be claimed against the Collateral Agent by any Person by reason disbursements of any action taken, or any failure kind of nature whatsoever with respect to act, in connection with Collateral Agent’s performance of its duties under this Agreement and the duties and responsibilities of the Collateral Agent under the terms of this Agreementother Loan Documents; provided, however, that Financial Security no Lender shall not be required liable for the payment to indemnify the Collateral Agent pursuant to this Section for of any judgmentsportion of such liabilities, claims, defenses, chargesobligations, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, expenses or expenses to the extent caused by such disbursements resulting solely from Collateral Agent's willful misconduct or ’s gross negligence or willful misconduct. Such reimbursement shall not in any action taken, respect release Borrower from any liability or obligation. If any failure indemnity furnished to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this Agreement. The Collateral Agent shall have the right to retain counsel in any action for which indemnification from Financial Security is provided herein, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided herein. The any purpose shall, in the opinion of Collateral Agent, be insufficient or become impaired, Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. Collateral Agent’s right to indemnification shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to the Collateral Agent the amount specified in each such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless of the survive termination of this Agreement.

Indemnification of Collateral Agent. Financial Security Whether or not the transactions contemplated hereby indemnifies are consummated, each Lender shall, severally and holds pro rata based on its respective Pro Rata Share, indemnify upon demand each Collateral Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Collateral Agent harmless Agent-Related Person from and against any and all judgments, claims, defenses, chargesdamages, losses, liabilities, costs or expenses that the (which shall not include legal expenses of Collateral Agent may incur or that may be claimed against the Collateral Agent by any Person by reason of any action taken, or any failure to act, incurred in connection with the duties and responsibilities closing of the Collateral Agent under the terms of transactions contemplated by this Agreement) incurred by it; provided, however, that Financial Security no Lender shall not be required liable for the payment to indemnify the any Collateral Agent pursuant to this Section for Agent-Related Person of any judgments, claims, defenses, charges, losses, liabilities, costs or expenses portion of such Indemnified Liabilities to the extent caused determined in a judgment by a court of competent jurisdiction to have resulted from such Collateral Agent's -Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Collateral Agent upon demand for its ratable share of any costs or gross negligence out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Collateral Agent (in any action takenits capacity as Collateral Agent, or any failure to act, and not as a Lender) in connection with the duties and preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities of under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Collateral Agent under the terms is not reimbursed for such expenses by or on behalf of this AgreementBorrower. The Collateral Agent shall have the right to retain counsel in any action for which indemnification from Financial Security is provided herein, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided herein. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to the Collateral Agent the amount specified in each such written request promptly. The indemnity agreements contained undertaking in this Section 13.7 shall remain operative and survive the payment in full force and effect regardless of the Obligations, the termination of this AgreementAgreement and the resignation of Collateral Agent.

Indemnification of Collateral Agent. Financial Security hereby indemnifies Each Lender severally, but not jointly, agrees (a) to indemnify and holds the hold Collateral Agent (and each Collateral Agent-Related Person) harmless from and against and (b) promptly upon receipt by each Lender of Collateral Agent’s statement, to reimburse Collateral Agent, according to such Lender’s Pro Rata Share, to the extent Collateral Agent shall not otherwise have been reimbursed by Borrowers on account of and for, any and all judgmentsliabilities, claims, defenses, chargesobligations, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, expenses (including, without limitation, the fees and disbursements of counsel and other advisors) or expenses that the Collateral Agent may incur or that may be claimed against the Collateral Agent by any Person by reason disbursements of any action taken, or any failure kind of nature whatsoever with respect to act, in connection with Collateral Agent’s performance of its duties under this Agreement and the duties and responsibilities of the Collateral Agent under the terms of this Agreementother Loan Documents; provided, however, that Financial Security no Lender shall not be required liable for the payment to indemnify the Collateral Agent pursuant to this Section for of any judgmentsportion of such liabilities, claims, defenses, chargesobligations, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, expenses or expenses to the extent caused by such disbursements resulting solely from Collateral Agent's willful misconduct or ’s gross negligence or willful misconduct. Such reimbursement shall not in any action taken, respect release any Borrower from any liability or obligation. If any failure indemnity furnished to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this Agreement. The Collateral Agent shall have the right to retain counsel in any action for which indemnification from Financial Security is provided herein, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided herein. The any purpose shall, in the opinion of Collateral Agent, be insufficient or become impaired, Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. Collateral Agent’s right to indemnification shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to the Collateral Agent the amount specified in each such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless of the survive termination of this Agreement.

Indemnification of Collateral Agent. Financial Security The Company hereby indemnifies agrees to indemnify and holds hold harmless the Collateral Agent harmless from (and against its directors, officers and employees) for any and all judgments, claims, defenses, chargesliabilities, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or expenses disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Documents or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof, provided that the Company shall not be liable for any of the foregoing to the extent they arise from gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction. This Section 9(k) shall survive the termination of this Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may incur or that may be claimed against require the Company to deposit, and the Company shall deposit, with the Collateral Agent by any Person by reason of any action taken, or any failure sufficient sums as it determines in good faith is necessary to act, in connection with the duties and responsibilities of protect the Collateral Agent under for costs and expenses associated with taking such action, and the terms of this AgreementCollateral Agent shall have no liability hereunder for failure to take such action unless the Company promptly deposits such sums; provided, however, that Financial Security shall not be required if the Company fails to indemnify the Collateral Agent pursuant to this Section for any judgments, claims, defenses, charges, losses, liabilities, costs or expenses to the extent caused by deposit such Collateral Agent's willful misconduct or gross negligence in any action taken, or any failure to act, in connection with the duties and responsibilities amounts within 3 business days of the Collateral Agent under the terms of this Agreement. The Collateral Agent shall have the right to retain counsel in any action for which indemnification from Financial Security is provided hereinAgent’s request therefore, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided herein. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to notify the Collateral Agent the amount specified in each Purchasers of such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless of the termination of this Agreementfailure.

Indemnification of Collateral Agent. Financial Security hereby indemnifies In connection with its appointment and holds acting hereunder, the Collateral Agent harmless from is entitled to all rights, privileges, protections, immunities, benefits and against any indemnities provided to it under the Indenture. All such indemnities shall survive the termination of this agreement or the Indenture, or the resignation or removal of the Collateral Agent. Beyond the exercise of reasonable care in the custody and all judgmentspreservation thereof, claims, defenses, charges, losses, liabilities, costs or expenses that the Collateral Agent may incur will have no duty as to any Collateral in its possession or that may control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent will be claimed against deemed to have exercised reasonable care in the custody and preservation of the Collateral Agent by in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any Person loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any action takenact or omission of any sub-agent or bailee selected by the Collateral Agent in good faith or by reason of any act or omission by the Collateral Agent, except to the extent that such liability arises from the Collateral Agent's negligence or bad faith. The Collateral Agent shall not be responsible in any failure manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein. The Collateral Agent makes no representations as to act, in connection with the duties and responsibilities value or condition of the Collateral Agent under or any part thereof, as to the terms title of the Company to the Collateral, as to the security afforded by this Agreement or any other Security Document or as to the validity, execution, enforceability, legality or sufficiency of this Agreement; providedAgreement or any other Security Document, howeverand the Collateral Agent shall incur no liability or responsibility in respect of any such matters. Except as may be expressly provided in the Indenture, that Financial the Intercreditor Agreement or any Security Document, the Collateral Agent shall not be required responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to indemnify the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent pursuant to this Section for any judgments, claims, defenses, charges, losses, liabilities, costs or expenses to the extent caused by such Collateral Agent's willful misconduct or gross negligence in any action taken, or any failure to act, in connection with the duties and responsibilities has possession of the Collateral Agent under the terms of this AgreementCollateral. The Collateral Agent shall have no duty to the Company or to the holders of the Notes as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. Without limitation on the Collateral Agent's right to retain counsel in make any action for which indemnification from Financial Security is provided hereinsuch filing, the Collateral Agent shall have no obligations (i) to file any UCC financing statements or UCC continuation statements except at the written direction of Debtor and the reasonable fees and expenses upon receipt of such counsel shall constitute costs statements completed and expenses of such in a proper form for filing provided to the Collateral Agent for which indemnification from Financial Security is provided hereinat least five Business Days in advance of any requested filing date or (ii) to file any document with any foreign or domestic patent, trademark or copyright office or any foreign governmental, municipal or other office. The Collateral Agent shall not be entitled to submit a written requestresponsible for the consequences of any oversight or error of judgement whatsoever, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as except that the Collateral Agent shall choosebe liable for losses due to its negligence or bad faith. The Collateral Agent shall not be required to ascertain or inquire as to the performance by Debtor of any of the covenants or agreements contained herein or in the Indenture, and Financial Security shall reimburse to the Notes, the Intercreditor Agreement or the other Note Document. Neither the Collateral Agent the amount specified nor any officer, agent or representative thereof shall be personally liable for an action taken or omitted to be taken by any such person in each connection with this Agreement or any other Security Document except for such written request promptlyperson's own negligence or bad faith. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless Collateral Agent may execute any of the termination of powers granted under the Indenture, the Intercreditor Agreement, this Agreement.Agreement or any other Security Document and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact selected by it with due care. (signature pages follow)

Indemnification of Collateral Agent. Financial Security The Company hereby indemnifies agrees to indemnify and holds hold harmless the Collateral Agent harmless from (and against its directors, officers and employees) for any and all judgments, claims, defenses, chargesliabilities, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, expenses (including the fees and other charges of counsel) or expenses disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as the Collateral Agent, in any way relating to or arising out of the Security Documents or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof, provided that the Company shall not be liable for any of the foregoing to the extent they arise from gross negligence or willful misconduct on the part of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction. This Section 8(k) shall survive the termination of this Agreement. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may incur or that may be claimed against require the Company to deposit, and the Company shall deposit, with the Collateral Agent by any Person by reason of any action taken, or any failure sufficient sums as it determines in good faith is necessary to act, in connection with the duties and responsibilities of protect the Collateral Agent under for costs and expenses associated with taking such action, and the terms of this AgreementCollateral Agent shall have no liability hereunder for failure to take such action unless the Company promptly deposits such sums; provided, however, that Financial Security shall not be required if the Company fails to indemnify deposit such amounts within 3 business days of the Collateral Agent pursuant to this Section for any judgments, claims, defenses, charges, losses, liabilities, costs or expenses to the extent caused by such Collateral Agent's willful misconduct or gross negligence in any action takenrequest therefore, or any failure to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this Agreement. The Collateral Agent shall have the right to retain counsel in any action for which indemnification from Financial Security is provided herein, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided herein. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to notify the Collateral Agent the amount specified in each Purchasers of such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless of the termination of this Agreementfailure.

Indemnification of Collateral Agent. Financial Security hereby indemnifies The Companies shall, jointly and holds severally, indemnify the Collateral Agent for, and hold it harmless from and against against, any and all judgments, claims, defensesdemands, chargesexpenses (including, lossesbut not limited to, liabilitiesreasonable compensation, costs or disbursements and expenses that of the Collateral Agent may incur Agent's agents and counsel), losses or that may be claimed against the Collateral Agent liabilities incurred by it without negligence, bad faith or willful misconduct on its part in any Person by reason way arising out of any action taken, or any failure to act, in connection with the duties acceptance and responsibilities of the Collateral Agent under the terms administration of this Agreement; provided, however, that Financial Security shall not be required to indemnify the Agreement and its rights or duties hereunder or under any Collateral Agent pursuant to this Section for any judgments, claims, defenses, charges, losses, liabilities, costs or expenses to the extent caused by such Collateral Agent's willful misconduct or gross negligence in any action taken, or any failure to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this AgreementDocument. The Collateral Agent shall have notify the right to retain counsel in Companies promptly of any action claim asserted against the Collateral Agent for which indemnification from Financial Security is provided herein, it may seek indemnity. The Companies shall defend any such claim and the Collateral Agent shall provide reasonable cooperation at the Companies' expense in such defense. The Collateral Agent may have separate counsel and the Companies shall pay the reasonable fees and expenses of such counsel shall constitute costs counsel; provided, that the Companies will not be required to pay such fees and out-of-pocket expenses of such if it assumes the Collateral Agent for which indemnification from Financial Security is provided herein. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as Agent's defense and provides the Collateral Agent shall choose, with an Opinion of Counsel that there is no conflict of interest between the Companies and Financial Security shall reimburse to the Collateral Agent in connection with such defense. The Companies need not pay for any settlement made without its written consent. The Companies need not reimburse any expense or indemnify against any loss or liability to the amount extent incurred by the Collateral Agent through its negligence, bad faith or willful misconduct. When the Collateral Agent incurs expenses or renders services after an Event of Default specified in each such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless 6.1(e) or (f) of the termination TransTexas Note Indenture occurs, such expenses and the compensation for such services are intended to constitute expenses of this Agreementadministration under any Bankruptcy Law.

Indemnification of Collateral Agent. Financial Security hereby indemnifies The Companies shall, jointly and holds severally, indemnify the Collateral Agent for, and hold it harmless from and against against, any and all judgments, claims, defensesdemands, chargesexpenses (including, lossesbut not limited to, liabilitiesreasonable compensation, costs or disbursements and expenses that of the Collateral Agent may incur Agent's agents and counsel), losses or that may be claimed against the Collateral Agent liabilities incurred by it without negligence, bad faith or willful misconduct on its part in any Person by reason way arising out of any action taken, or any failure to act, in connection with the duties acceptance and responsibilities of the Collateral Agent under the terms administration of this Agreement; provided, however, that Financial Security shall not be required to indemnify the Agreement and its rights or duties hereunder or under any Collateral Agent pursuant to this Section for any judgments, claims, defenses, charges, losses, liabilities, costs or expenses to the extent caused by such Collateral Agent's willful misconduct or gross negligence in any action taken, or any failure to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this AgreementDocument. The Collateral Agent shall have notify the right to retain counsel in Companies promptly of any action claim asserted against the Collateral Agent for which indemnification from Financial Security is provided herein, it may seek indemnity. The Companies shall defend any such claim and the Collateral Agent shall provide reasonable cooperation at the Companies' expense in such defense. The Collateral Agent may have separate counsel and the Companies shall pay the reasonable fees and expenses of such counsel shall constitute costs counsel; provided, that the Companies will not be required to pay such fees and out-of-pocket expenses of such if it assumes the Collateral Agent for which indemnification from Financial Security is provided herein. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as Agent's defense and provides the Collateral Agent shall choose, with an Opinion of Counsel that there is no conflict of interest between the Companies and Financial Security shall reimburse to the Collateral Agent in connection with such defense. The Companies need not pay for any settlement made without its written consent. The Companies need not reimburse any expense or indemnify against any loss or liability to the amount extent incurred by the Collateral Agent through its negligence, bad faith or willful misconduct. When the Collateral Agent incurs expenses or renders services after an Event of Default specified in each such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless 6.1(e) or (f) of the termination TARC Note Indenture occurs, such expenses and the compensation for such services are intended to constitute expenses of this Agreementadministration under any Bankruptcy Law.

Indemnification of Collateral Agent. Financial Security hereby indemnifies Each of the Borrower, by its execution of the signature page of this Agreement, agrees to pay and holds save the Collateral Agent harmless from liability for payment of all costs and expenses of the Collateral Agent in connection with this Agreement or the Credit Documents, other than liabilities, costs and expenses resulting from the Collateral Agent’s gross negligence or willful misconduct. Each Secured Creditor severally agrees to indemnify the Collateral Agent, pro rata (to the extent set forth in the penultimate sentence of this Section 3.6), to the extent the Collateral Agent shall not have been reimbursed by or on behalf of the Borrower or from proceeds of the Collateral or otherwise, from and against any and all judgmentsliabilities, claims, defenses, chargesobligations, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, reasonable expenses (including, without limitation, reasonable counsel fees and disbursements) or expenses that the Collateral Agent may incur disbursements of any kind or that nature whatsoever which may be claimed imposed on, incurred by or asserted against the Collateral Agent by any Person by reason of any action takenin performing its duties hereunder, or any failure to actunder the Credit Documents, in connection with the duties and responsibilities of its capacity as the Collateral Agent under the terms in any way relating to or arising out of this Agreement, the Credit Documents and/or the Collateral; provided, however, provided that Financial Security no Secured Creditor shall not be required to indemnify the Collateral Agent pursuant to this Section liable for any judgmentsportion of such liabilities, claims, defenses, chargesobligations, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, expenses or expenses to disbursements resulting from the extent caused by such Collateral Agent's ’s gross negligence, willful misconduct or gross negligence in any action taken, or any failure to act, in connection with the duties and responsibilities breach of the Collateral Agent under the express terms of this Agreement. The Collateral Agent For purposes of this Section 3.6 any pro rata calculation shall have be on the right basis of the outstanding principal amount of the Secured Obligations held by or for each Secured Creditor at the time of the act, omission or transaction giving rise to retain counsel in any action for which indemnification from Financial Security is provided herein, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided hereinreimbursement or indemnity required by this Section 3.6. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to the Collateral Agent the amount specified in each such written request promptly. The indemnity agreements contained in provisions of this Section 3.6 shall remain operative and survive the payment in full force of all the Secured Obligations and effect regardless of the termination of this AgreementAgreement and all other documents executed in connection with the Secured Obligations.