Common use of Indemnification of Collateral Agent Clause in Contracts

Indemnification of Collateral Agent. The Loan Parties, by their consent hereto, jointly and severally agree to indemnify and hold the Collateral Agent, its officers, directors, employees and agents (including, but not limited to, any attorneys acting at the direction or on behalf of the Collateral Agent) (each such Person being called an “Indemnitee” and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs incurred by any Indemnitee in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Senior Indebtedness or the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, 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 or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of the Loan Parties under this Section 2(e) shall survive the payment in full of the Senior Indebtedness, the resignation or replacement of the Collateral Agent and the termination of this Agreement.

Indemnification of Collateral Agent. The Loan Parties, by their consent hereto, jointly and severally agree to Lenders shall indemnify and hold the upon demand each Collateral Agent, its officers, directors, employees and agents -Related Person (including, but to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of the Company or any of its Affiliates and without limiting the obligation of the Company or any of its Affiliates to do so), to the extent of each Lender’s Proportionate Share, and hold harmless each Collateral Agent) (each such -Related Person being called an “Indemnitee” from and collectively, the “Indemnitees”) harmless against any and all feesIndemnified Liabilities incurred by it, lossesincluding but not limited to those arising from its own negligence; provided, claimshowever, damages, liabilities and expenses (including that no Lender shall be liable for the fees, charges and disbursements payment to any Collateral Agent-Related Person of any counsel for any Indemnitee and all fees, expenses and costs incurred by any Indemnitee in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result portion of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Senior Indebtedness or the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such lossesdetermined in a final, claims, damages, liabilities or expenses are determined nonappealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Collateral Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorney’s fees and expenses) incurred by the Collateral Agent in connection with the 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 or any Security Document to the extent that the Collateral Agent is not reimbursed for such Indemniteeexpenses by or on behalf of the Company. The undertaking in this Section shall survive termination of the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations of the Loan Parties each holder of a Prudential Note to Collateral Agent under this Section 2(e9(g) shall survive be limited to the payment in full amount of the Senior Indebtedness, the resignation or replacement proceeds of the Collateral Agent and it receives hereunder, under the termination of this AgreementSecurity Documents or from any other source that is attributable to the Collateral.

Indemnification of Collateral Agent. The Loan PartiesWhether or not the transactions contemplated hereby are consummated, by their consent heretoeach Lender shall, jointly severally and severally agree to pro rata based on its respective Pro Rata Share, indemnify and hold the upon demand each Collateral Agent, its officers, directors, employees and agents -Related Person (including, but to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Collateral Agent) (each such -Related Person being called an “Indemnitee” from and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities and Claims (which shall not include legal expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs Collateral Agent incurred by any Indemnitee in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation closing of the transactions contemplated hereby or therebyby this Agreement) incurred by it; provided, (ii) any Senior Indebtedness or however, that no Lender shall be liable for the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating payment to any Collateral Agent-Related Person of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, and regardless portion of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or expenses are determined in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Collateral Agent-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 out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Collateral Agent (in its capacity as Collateral Agent, and not as a Lender) in connection with the 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 Loan Document, or any document contemplated by or referred to herein, to the extent that Collateral Agent is not reimbursed for such Indemniteeexpenses by or on behalf of Borrower. The obligations of the Loan Parties under undertaking in this Section 2(e) 13.7 shall survive the payment in full of the Senior IndebtednessObligations, the resignation or replacement of the Collateral Agent and the termination of this AgreementAgreement and the resignation of Collateral Agent.

Indemnification of Collateral Agent. The Loan PartiesWhether or not the transactions contemplated hereby are consummated, by their consent heretoeach Lender shall, jointly severally and severally agree to pro rata based on its respective Pro Rata Share, indemnify and hold the upon demand each Collateral Agent, its officers, directors, employees and agents -Related Person (including, but to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Collateral Agent) (each such -Related Person being called an “Indemnitee” from and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities and Indemnified Liabilities (which shall not include legal expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs Collateral Agent incurred by any Indemnitee in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation closing of the transactions contemplated hereby or therebyby this Agreement) incurred by it; provided, (ii) any Senior Indebtedness or however, that no Lender shall be liable for the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating payment to any Collateral Agent-Related Person of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, and regardless portion of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or expenses are determined in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Collateral Agent-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 out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Collateral Agent (in its capacity as Collateral Agent, and not as a Lender) in connection with the 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 Loan Document, or any document contemplated by or referred to herein, to the extent that Collateral Agent is not reimbursed for such Indemniteeexpenses by or on behalf of Borrower. The obligations of the Loan Parties under undertaking in this Section 2(e) 13.7 shall survive the payment in full of the Senior IndebtednessObligations, the resignation or replacement of the Collateral Agent and the termination of this AgreementAgreement and the resignation of Collateral Agent.

Indemnification of Collateral Agent. The Loan Parties(a) Whether or not the transactions contemplated hereby are consummated, by their consent hereto, jointly and each Lender severally agree agrees to indemnify the Collateral Agent (to the extent not reimbursed by the Transaction Parties), rateably based on the Commitment of such Lender (or, if the Commitments have terminated, rateably according to the respective Commitment of such Lender immediately prior to such termination), from and hold against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Agent, as the case may be, in any way relating to or arising out of this Agreement or any other Transaction Document or any action reasonably taken or 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 Collateral Agent’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the express direction of the Administrative Agent (acting on the instructions of the Majority Lenders) shall be deemed to constitute negligence or willful misconduct for purposes of this Section. (b) Without limiting the foregoing, each Lender shall reimburse the Collateral Agent upon demand for its officersrateable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the Collateral Agent in connection with the preparation, directorsexecution, employees and agents delivery, administration, modification, amendment or enforcement (includingwhether through negotiations, but not limited tolegal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any attorneys acting at other Transaction Document, or any document contemplated by or referred to herein, to the direction extent that the Collateral Agent is not promptly reimbursed for such expenses by or on behalf of the Collateral AgentCompany. (c) (each such Person being called an “Indemnitee” and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs incurred by any Indemnitee The undertaking in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Senior Indebtedness or the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, 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 or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of the Loan Parties under this Section 2(e) shall survive payment on the payment in full of the Senior Indebtedness, Final Payout Date and the resignation or replacement of the Collateral Agent and the termination of this AgreementAgent.

Indemnification of Collateral Agent. The Loan PartiesWhether or not the transactions contemplated hereby are consummated, by their consent heretoeach Lender shall, jointly severally and severally agree to on a pro rata basis, indemnify and hold the upon demand each Collateral Agent, its officers, directors, employees and agents -Related Person (including, but to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Collateral Agent) (each such -Related Person being called an “Indemnitee” from and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities and Claims (which shall not include legal expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs Collateral Agent incurred by any Indemnitee in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation closing of the transactions contemplated hereby or therebyby this Agreement) incurred by it; provided, (ii) any Senior Indebtedness or however, that no Lender shall be liable for the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating payment to any Collateral Agent-Related Person of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, and regardless portion of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that determined in a judgment by a court of competent jurisdiction to have resulted from such losses, claims, damages, liabilities Collateral Agent-Related Person’s own gross negligence or expenses are willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to have resulted from the constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and on a pro rata basis, reimburse Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Collateral Agent (in its capacity as Collateral Agent, and not as a Lender) in connection with the 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 Loan Document, or any document contemplated by or referred to herein, to the extent that Collateral Agent is not reimbursed for such Indemniteeexpenses by or on behalf of Borrower. The obligations of the Loan Parties under undertaking in this Section 2(e) 13.7 shall survive the payment in full of the Senior IndebtednessObligations, the resignation or replacement of the Collateral Agent and the termination of this AgreementAgreement and the resignation of Collateral Agent.

Indemnification of Collateral Agent. The Loan PartiesWhether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by their consent hereto, jointly and severally agree to indemnify and hold the Collateral Agent, its officers, directors, employees and agents (including, but not limited to, any attorneys acting at the direction or on behalf of Borrower and without limiting the Collateral obligation of Borrower to do so), and hold harmless each Agent) (each such -Related Person being called an “Indemnitee” from and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities and Indemnified Liabilities (which shall not include legal expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs Collateral Agent incurred by any Indemnitee in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation closing of the transactions contemplated hereby or therebyby this Agreement) incurred by it; provided, (ii) any Senior Indebtedness or however, that no Lender shall be liable for the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating payment to any Agent-Related Person of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, and regardless portion of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or expenses are determined in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Agent-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. 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 out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Collateral Agent (in its capacity as Collateral Agent, and not as a Lender) in connection with the 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 Loan Document, or any document contemplated by or referred to herein, to the extent that Collateral Agent is not reimbursed for such Indemniteeexpenses by or on behalf of Borrower. The obligations of the Loan Parties under undertaking in this Section 2(e) shall survive the payment in full of the Senior IndebtednessObligations, the resignation or replacement of the Collateral Agent and the termination of this AgreementAgreement and the resignation of Agent. The term “Indemnified Liabilities” means those liabilities described in Section 12.3.

Indemnification of Collateral Agent. The Loan PartiesWhether or not the transactions contemplated hereby are consummated, by their consent heretoeach Lender shall, jointly severally and severally agree to pro rata based on its respective Pro Rata Share, indemnify and hold the upon demand each Collateral Agent, its officers, directors, employees and agents -Related Person (including, but to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), and hold harmless each Collateral Agent) (each such -Related Person being called an “Indemnitee” from and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities and losses, liabilities, costs or expenses (including the fees, charges and disbursements which shall not include legal expenses of any counsel for any Indemnitee and all fees, expenses and costs Collateral Agent incurred by any Indemnitee in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation closing of the transactions contemplated hereby or therebyby this Agreement) incurred by it; provided, (ii) any Senior Indebtedness or however, that no Lender shall be liable for the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating payment to any Collateral Agent-Related Person of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, and regardless portion of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or expenses are determined in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Collateral Agent-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 14.7. 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 out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Collateral Agent (in its capacity as Collateral Agent, and not as a Lender) in connection with the 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 Loan Document, or any document contemplated by or referred to herein, to the extent that Collateral Agent is not reimbursed for such Indemniteeexpenses by or on behalf of Borrowers. The obligations of the Loan Parties under undertaking in this Section 2(e) 14.7 shall survive the payment in full of the Senior IndebtednessObligations, the resignation or replacement of the Collateral Agent and the termination of this AgreementAgreement and the resignation of Collateral Agent.

Indemnification of Collateral Agent. The Loan PartiesFrom and at all times after the Agreement Date, the Issuer shall, to the fullest extent permitted by their consent heretolaw, jointly and severally agree to defend, indemnify and hold harmless the Collateral AgentAgent and each director, its officersofficer, directorsemployee, employees agent and agents affiliate of the Collateral Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the Agreement Date, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any Person, including without limitation the Issuer or the Holders, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any Person under any statute or regulation, including, but not limited to, any attorneys acting at the direction federal or on behalf of the Collateral Agent) (each such Person being called an “Indemnitee” and collectivelystate securities laws, the “Indemnitees”) harmless against or under any and all feescommon law or equitable cause or otherwise, losses, claims, damages, liabilities and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs incurred by any Indemnitee arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any disputetransactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, claim proceeding, suit or suit brought to enforce the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to indemnification) incurred by be indemnified hereunder for any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Senior Indebtedness or the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, 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 or expenses are liability finally determined by a court of competent jurisdiction by final and nonappealable judgment jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful wilful misconduct of such IndemniteeIndemnified Party. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Issuer be responsible for paying or indemnifying with respect to the fees and disbursements of more than one law firm to represent the Indemnified Parties in connection with any particular claim, action, proceeding, inquiry or investigation covered by this indemnity. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, but the fees and expenses of such separate counsel shall be solely the responsibility of such Indemnified Party. The respective obligations of the Loan Parties Issuer and the Holders under this Section 2(e) 5.03 shall survive the payment in full any termination of the Senior Indebtedness, this Agreement and the resignation or replacement removal of the Collateral Agent. The parties agree that neither the payment by the Issuer or the Holders of any claim by the Collateral Agent for indemnification hereunder nor the disbursement of any amounts to the Collateral Agent from the Collateral Funds in respect of a claim by the Collateral Agent for indemnification shall impair, limit, modify, or affect, as between Issuer and Holders, the termination respective rights and obligations of this AgreementIssuer, on the one hand, and Holders, on the other hand, hereunder.

Indemnification of Collateral Agent. The Loan PartiesWhether or not the transactions contemplated hereby are consummated, by their consent hereto, jointly and severally agree to the Lenders shall indemnify and hold upon demand the Collateral Agent, Agent or its officers, directors, employees and agents Affiliates acting pursuant to Section 9.2 (including, but other than Borrower) (to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of any Borrower and without limiting the obligation of Borrower to do so), pro rata based on the principal amount of the Notes then held by each Lender, and hold harmless the Collateral AgentAgent or its Affiliates acting pursuant to Section 9.2 (other than Borrower) (each such Person being called an “Indemnitee” from and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities losses, liabilities, costs, and expenses (including the including, without limitation, reasonable attorneys’ fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs ) that may be incurred by any Indemnitee or asserted or awarded against the Collateral Agent or its Affiliates (other than Borrower), in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any disputeinvestigation, actionlitigation, claim or suit brought to enforce the right to indemnificationproceeding or preparation of defense in connection therewith) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this AgreementDocuments, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Senior Indebtedness herein or the use actual or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingTerm Loan, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability, cost, or expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Collateral Agent’s or its Affiliate’s (other than Borrower) gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders or the Lenders, as applicable, shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorneys fees and the allocated costs of internal counsel) incurred by the Collateral Agent in connection with the 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 Loan Document, or any document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such Indemniteeexpenses by or on behalf of Borrower. The obligations of the Loan Parties under undertaking in this Section 2(e) shall survive the payment in full of the Senior Indebtedness, all Obligations hereunder and the resignation or replacement of the Collateral Agent and the termination of this AgreementAgent.

Indemnification of Collateral Agent. The Whether or not the transactions contemplated hereby and by the other Loan PartiesDocuments are consummated, by their consent hereto, jointly and severally agree to the Lender shall indemnify and hold upon demand the Collateral Agent, its officers, directors, employees and agents Agent Related Persons (including, but to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of the Collateral Agent) (each such Person being called an “Indemnitee” Borrower and collectivelywithout limiting the obligation of the Borrower to do so), the “Indemnitees”) harmless pro rata, from and against any and all feesIndemnified Liabilities (as defined below); provided, losseshowever, claimsthat the Lender shall not be liable for the payment to the Collateral Agent Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, damages, liabilities and the Lender shall not reimburse the Collateral Agent upon demand for its ratable share of any costs or out of pocket expenses (including the fees, charges fees and disbursements of any counsel for any Indemnitee and all fees, expenses and costs legal counsel) incurred by any Indemnitee the Collateral Agent in connection with any disputethe preparation, actionexecution, claim delivery, administration, modification, amendment or suit brought to enforce the right to indemnificationenforcement (whether through negotiations, legal proceedings or otherwise) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, or legal advice in connection withrespect of rights or responsibilities under, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document other Loan Document, or any agreement document contemplated by or instrument contemplated hereby or therebyreferred to herein, the performance by the parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Senior Indebtedness or the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, 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 the Collateral Agent is not reimbursed for such lossesexpenses by or on behalf of the Borrower. Notwithstanding the foregoing, claimsthe Lender shall not be required to pay, damagesin total under this paragraph (e) and any similar provision in any other Loan Document, liabilities or expenses are determined by a court any amount in excess of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct total principal amount of such Indemniteethe Note. The obligations of the Loan Parties under undertaking in this Section 2(e) paragraph shall survive the payment in full of the Senior Indebtedness, all obligations hereunder and the resignation or replacement of the Collateral Agent Agent. “Indemnified Liabilities” means all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including fees and disbursements of legal counsel) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Note and the termination termination, resignation or replacement of the Collateral Agent) be imposed on, incurred by or asserted against any Collateral Agent Related Person in any way relating to or arising out of this AgreementAgreement or any document contemplated by or referred to herein, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Collateral Agent Related Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any bankruptcy or insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Note or the other Loan Documents or the use of the proceeds thereof, whether or not any Collateral Agent Related Person is a party thereto.

Indemnification of Collateral Agent. The Loan PartiesWhether or not the transactions contemplated hereby are consummated, by their consent hereto, jointly and severally agree to Investors shall indemnify and hold upon demand the Collateral Agent, Agent or its officers, directors, employees and agents Affiliates (including, but to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of any Borrower and without limiting the obligation of any Borrower to do so), pro rata based on the principal amount of the Notes then held by each Investor, and hold harmless the Collateral Agent) (each such Person being called an “Indemnitee” Agent or its Affiliates from and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities losses, liabilities, costs, and expenses (including the including, without limitation, reasonable attorneys’ fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs ) that may be incurred by any Indemnitee or asserted or awarded against the Collateral Agent or its Affiliates, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any disputeinvestigation, actionlitigation, claim or suit brought to enforce the right to indemnificationproceeding or preparation of defense in connection therewith) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this AgreementDocuments, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Senior Indebtedness herein or the use actual or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingLoan, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability, cost, or expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Collateral Agent’s or its Affiliates’ gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor shall reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorneys’ fees and the allocated costs of internal counsel) incurred by the Collateral Agent in connection with the 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 Loan Document, or any document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such Indemniteeexpenses by or on behalf of Borrower. The obligations of the Loan Parties under undertaking in this Section 2(e) shall survive the payment in full of the Senior Indebtedness, all Obligations hereunder and the resignation or replacement of the Collateral Agent and the termination of this AgreementAgent.

Indemnification of Collateral Agent. The Loan PartiesWhether or not the transactions contemplated hereby are consummated, by their consent heretoeach Lender shall, jointly severally and severally agree to pro rata based on its respective Pro Rata Share, indemnify and hold the upon demand each Collateral Agent, its officers, directors, employees and agents -Related Person (including, but to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of a Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Collateral Agent) (each such -Related Person being called an “Indemnitee” from and collectively, the “Indemnitees”) harmless against any and all fees, losses, claims, damages, liabilities and Claims (which shall not include legal expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and all fees, expenses and costs Collateral Agent incurred by any Indemnitee in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation closing of the transactions contemplated hereby or therebyby this Agreement) incurred by it; provided, (ii) any Senior Indebtedness or however, that no Lender shall be liable for the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating payment to any Collateral Agent-Related Person of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, and regardless portion of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or expenses are determined in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Collateral Agent-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 out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Collateral Agent (in its capacity as Collateral Agent, and not as a Lender) in connection with the 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 Loan Document, or any document contemplated by or referred to herein, to the extent that Collateral Agent is not reimbursed for such Indemniteeexpenses by or on behalf of a Borrower. The obligations of the Loan Parties under undertaking in this Section 2(e) 13.7 shall survive the payment in full of the Senior IndebtednessObligations, the resignation or replacement of the Collateral Agent and the termination of this AgreementAgreement and the resignation of Collateral Agent.

Indemnification of Collateral Agent. The Whether or not the transactions contemplated hereby and by the other Loan PartiesDocuments are consummated, by their consent hereto, jointly and severally agree to the Lenders shall indemnify and hold upon demand the Collateral Agent, its officers, directors, employees and agents Agent Related Persons (including, but to the extent not limited to, any attorneys acting at the direction reimbursed by or on behalf of the Collateral Agent) (each such Person being called an “Indemnitee” Borrower and collectivelywithout limiting the obligation of the Borrower to do so), the “Indemnitees”) harmless pro rata, from and against any and all feesIndemnified Liabilities (as defined below); provided, losseshowever, claimsthat the Lenders shall not be liable for the payment to the Collateral Agent Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, damages, liabilities and the Lenders shall not reimburse the Collateral Agent upon demand for its ratable share of any costs or out of pocket expenses (including the fees, charges fees and disbursements of any counsel for any Indemnitee and all fees, expenses and costs legal counsel) incurred by any Indemnitee the Collateral Agent in connection with any disputethe preparation, actionexecution, claim delivery, administration, modification, amendment or suit brought to enforce the right to indemnificationenforcement (whether through negotiations, legal proceedings or otherwise) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, or legal advice in connection withrespect of rights or responsibilities under, or as a result of (i) the execution or delivery of this Agreement, any Collateral Document other Loan Document, or any agreement document contemplated by or instrument contemplated hereby or therebyreferred to herein, the performance by the parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Senior Indebtedness or the use or proposed use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Loan Parties or by any other Person, 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 the Collateral Agent is not reimbursed for such lossesexpenses by or on behalf of the Borrower. Notwithstanding the foregoing, claimsthe Lenders shall not be required to pay, damagesin total under this paragraph (e) and any similar provision in any other Loan Document, liabilities or expenses are determined by a court any amount in excess of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct total principal amount of such Indemniteethe Note. The obligations of the Loan Parties under undertaking in this Section 2(e) paragraph shall survive the payment in full of the Senior Indebtedness, all obligations hereunder and the resignation or replacement of the Collateral Agent Agent. “Indemnified Liabilities” means all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including fees and disbursements of legal counsel) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Note and the termination termination, resignation or replacement of the Collateral Agent) be imposed on, incurred by or asserted against any Collateral Agent Related Person in any way relating to or arising out of this AgreementAgreement or any document contemplated by or referred to herein, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Collateral Agent Related Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any bankruptcy or insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Note or the other Loan Documents or the use of the proceeds thereof, whether or not any Collateral Agent Related Person is a party thereto.

Indemnification of Collateral Agent. The Loan Parties, by their consent heretoPledgors, jointly and severally severally, agree to indemnify the Collateral Agent for, and hold the Collateral Agentit harmless against, its officersany and all claims, directorsdemands, employees and agents expenses (including, but not limited to, any attorneys acting at the direction or on behalf reasonable compensation, disbursements and out-of-pocket expenses of the Collateral Agent) (each such Person being called an “Indemnitee” 's agents, experts and collectively, the “Indemnitees”) harmless against any and all feescounsel upon presentation of reasonably detailed statements thereof describing their services), losses, claimsobligations, damages, penalties, actions, judgments, suits, costs, liabilities and expenses (including the fees, charges and or disbursements of any counsel for any Indemnitee kind and all feesnature whatsoever which may be imposed on, expenses and costs incurred by or asserted against the Collateral Agent in its capacity as such, in any Indemnitee way relating to or arising out of or in connection with the acceptance and administration of this Agreement, the Debt Instruments, the Security Documents or any other documents contemplated by or referred to herein or therein or in connection with any dispute, action, claim of its rights and duties hereunder or suit brought to enforce the right to indemnification) incurred by under any Indemnitee or asserted against any Indemnitee by any Person (including the Loan Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Collateral Security Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Senior Indebtedness thereby or the use or proposed use enforcement of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingterms hereof or thereof or of any such other document or otherwise arising or relating in any manner to the pledges and security interests contemplated hereunder, whether based on contract, tort or under the Debt Instruments and the Security Documents. The Collateral Agent shall notify the Pledgors promptly of any other theory, whether brought by a third party or by claim asserted against the Loan Parties or by any other Person, and regardless of whether any Indemnitee is a party theretoCollateral Agent for which it may seek indemnity; provided that the Collateral Agent's failure to notify a Pledgor of any such indemnity claim shall notnot affect the Collateral Agent's right to indemnification. The Pledgors shall defend any such claim and the Collateral Agent shall provide reasonable cooperation at the expense of the Pledgors in such defense. Except as set forth in the following proviso, as the Collateral Agent shall have separate counsel and the Pledgors shall pay the reasonable fees and expenses of such counsel; provided that the Pledgors will not be required to pay such fees and expenses if it assumes the Collateral Agent's defense and provides the Collateral Agent with an Opinion of Counsel that there is no conflict of interest between the Pledgors and the Collateral Agent in connection with such defense and acknowledges in writing its obligation to indemnify the Collateral Agent for all losses or liabilities arising out of such claim. The Pledgors need not pay for any Indemnitee, be available settlement made without their written consent. The Pledgors need not reimburse any expense or indemnify against any loss or liability to the extent that such lossesincurred by the Collateral Agent, claimsits agents or attorneys through their gross negligence, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence bad faith or willful misconduct of such Indemniteemisconduct. The obligations of the Loan Parties under this Section 2(e) shall survive the payment in full of the Senior IndebtednessPledgors hereby agree to pay, the resignation or replacement of and to hold the Collateral Agent and the termination Secured Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other taxes (including, without limitation, any franchise taxes imposed upon the Collateral Agent in any jurisdiction) that may be payable or determined to be payable with respect to any of the Collat- eral or in connection with any of the transactions contemplated by this AgreementAgreement or any Security Document.