Common use of Indemnification of Collateral Agent Clause in Contracts

Indemnification of Collateral Agent. The Lenders shall indemnify upon demand each Collateral Agent-Related Person (to the extent not 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-Related Person from and against any and all Indemnified Liabilities incurred by it, including but not limited to those arising from its own negligence; provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction 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 expenses 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 each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the Collateral.

Indemnification of Collateral Agent. The Lenders shall Whether 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 Collateral Agent-Related Person (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates Borrower and without limiting the obligation of the Company or any of its Affiliates Borrower to do so), to the extent of each Lender’s Proportionate Share, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities Claims (which shall not include legal expenses of Collateral Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it, including but not limited to those arising from its own negligence; provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction 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 Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 13.7. Without limitation of the foregoing, each Lender shall shall, severally and pro rata based on its respective Pro Rata Share, reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorney’s fees and expensesLenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by the 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations resignation of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgent.

Indemnification of Collateral Agent. The Lenders shall Each Lender severally, but not jointly, agrees (a) to indemnify upon demand and hold Collateral Agent (and each Collateral Agent-Related Person Person) harmless from and against and (b) promptly upon receipt by each Lender of Collateral Agent’s statement, to the extent not 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 reimburse Collateral Agent, according to do so)such Lender’s Pro Rata Share, to the extent Collateral Agent shall not otherwise have been reimbursed by Borrowers on account of each Lender’s Proportionate Shareand for, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities incurred by itliabilities, including but not limited obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, the fees and disbursements of counsel and other advisors) or disbursements of any kind of nature whatsoever with respect to those arising from Collateral Agent’s performance of its own negligenceduties under this Agreement and the other Loan Documents; provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person Agent of any portion of such Indemnified Liabilities to the extent determined in a finalliabilities, nonappealable judgment by a court of competent jurisdiction to have resulted obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Collateral Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken . Such reimbursement shall not in accordance with the directions of the Majority Lenders shall be deemed any respect release any Borrower from any liability or obligation. If any indemnity furnished 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 any purpose shall, in the opinion of any costs Collateral Agent, be insufficient or out-of-pocket expenses (including reasonable attorney’s fees and expenses) incurred by the become impaired, Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) ofmay call for additional indemnity and cease, or legal advice in respect of rights or responsibilities undernot commence, this Agreement or any Security Document to do the extent that the acts indemnified against until such additional indemnity is furnished. Collateral Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section Agent’s right to indemnification shall survive termination of the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgreement.

Indemnification of Collateral Agent. The Lenders shall Whether 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 Collateral Agent-Related Person (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates Borrower and without limiting the obligation of the Company or any of its Affiliates Borrower to do so), to the extent of each Lender’s Proportionate Share, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Collateral Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it, including but not limited to those arising from its own negligence; provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction 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 Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 13.7. Without limitation of the foregoing, each Lender shall shall, severally and pro rata based on its respective Pro Rata Share, reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorney’s fees and expensesLenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by the 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations resignation of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgent.

Indemnification of Collateral Agent. The Lenders shall Loan Parties, by their consent hereto, jointly and severally agree to indemnify upon demand each and hold the Collateral Agent-Related Person , its officers, directors, employees and agents (to including, but not limited to, any attorneys acting at the extent not reimbursed by direction 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-Related ) (each such Person from being called an “Indemnitee” and collectively, the “Indemnitees”) harmless against any and all Indemnified Liabilities 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 itany 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 but not limited to those the Loan Parties) arising from its own negligence; providedout of, howeverin connection with, that no Lender shall be liable for or as a result of (i) the payment 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 Collateral Agent-Related Person of the foregoing, whether based on contract, tort or any portion 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 Indemnified Liabilities indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses are determined in a final, 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 Sectionsuch Indemnitee. Without limitation The obligations of the foregoingLoan Parties under this Section 2(e) shall survive the payment in full of the Senior Indebtedness, each Lender shall reimburse the resignation or replacement of 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 expenses 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 each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgreement.

Indemnification of Collateral Agent. The Whether or not the transactions contemplated hereby and by the other Loan Documents are consummated, the Lenders shall indemnify upon demand each the Collateral Agent-Agent Related Person Persons (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates Borrower and without limiting the obligation of the Company or any of its Affiliates Borrower to do so), to the extent of each Lender’s Proportionate Sharepro rata, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities incurred by it, including but not limited to those arising from its own negligence(as defined below); provided, however, that no Lender the Lenders shall not be liable for the payment to any the Collateral Agent-Agent Related Person Persons of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted resulting solely 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 the Lenders shall not reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-out of pocket expenses (including reasonable attorney’s fees and expensesdisbursements of legal 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrower. Notwithstanding the foregoing, the Lenders shall not be required to pay, in total under this paragraph (e) and any similar provision in any other Loan Document, any amount in excess of the total principal amount of the Note. The undertaking in this Section paragraph shall survive termination the payment of all obligations hereunder and the resignation or replacement of the IndebtednessCollateral Agent. Notwithstanding anything herein to “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 contraryNote and the termination, resignation or replacement of the parties hereto agree that the obligations of each holder of a Prudential Note to 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 Agreement 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 Section 9(g) shall be limited to Agreement or the amount Note or the other Loan Documents or the use of the proceeds of the thereof, whether or not any Collateral it receives hereunder, under the Security Documents or from any other source that Agent Related Person is attributable to the Collaterala party thereto.

Indemnification of Collateral Agent. The Lenders shall Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and on a pro rata basis, indemnify upon demand each Collateral Agent-Related Person (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates Borrower and without limiting the obligation of the Company or any of its Affiliates Borrower to do so), to the extent of each Lender’s Proportionate Share, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities Claims (which shall not include legal expenses of Collateral Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it, including but not limited to those arising from its own negligence; provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Collateral Agent-Related Person’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment; provided, however, that no action taken in accordance with the directions of the Majority Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 13.7. Without limitation of the foregoing, each Lender shall shall, severally and on a pro rata basis, reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorney’s fees and expensesLenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by the 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations resignation of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgent.

Indemnification of Collateral Agent. The Lenders shall Whether 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 Collateral Agent-Related Person (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates a Borrower and without limiting the obligation of the Company or any of its Affiliates Borrower to do so), to the extent of each Lender’s Proportionate Share, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities Claims (which shall not include legal expenses of Collateral Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it, including but not limited to those arising from its own negligence; provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction 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 Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 13.7. Without limitation of the foregoing, each Lender shall shall, severally and pro rata based on its respective Pro Rata Share, reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorney’s fees and expensesLenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by the 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the Companya Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations resignation of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgent.

Indemnification of Collateral Agent. The Lenders shall Loan Parties, by their consent hereto, jointly and severally agree to indemnify upon demand each and hold the Collateral Agent-Related Person , its officers, directors, employees and agents (to including, but not limited to, any attorneys acting at the extent not reimbursed by direction 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-Related ) (each such Person from being called an “Indemnitee” and collectively, the “Indemnitees”) harmless against any and all Indemnified Liabilities 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 itany 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 but not limited to those the Loan Parties) arising from its own negligence; providedout of, howeverin connection with, that no Lender shall be liable for or as a result of (i) the payment 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 Collateral Agent-Related Person of the foregoing, whether based on contract, tort or any portion 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 Indemnified Liabilities indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses are determined in a final, 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 Sectionsuch Indemnitee. Without limitation The obligations of the foregoingLoan Parties under this Section 2(e) shall survive the payment in full of the Senior Indebtedness, each Lender shall reimburse the resignation or replacement of 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 expenses by or on behalf of the Company. The undertaking in this Section shall survive termination of the Indebtednessthis Agreement. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the Collateral.​

Indemnification of Collateral Agent. The Lenders shall Pledgors, jointly and severally, agree to indemnify upon demand each the Collateral Agent-Related Person (to the extent not 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 ShareAgent for, and hold it harmless each Collateral Agent-Related Person from and against against, any and all Indemnified Liabilities incurred by itclaims, including demands, expenses (including, but not limited to those arising from its own negligence; providedto, howeverreasonable compensation, that no Lender shall be liable for the payment to any Collateral Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction 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 disbursements and out-of-pocket expenses (including of the Collateral Agent's agents, experts and counsel upon presentation of reasonably detailed statements thereof describing their services), losses, obligations, damages, penalties, actions, judgments, suits, costs, liabilities or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in its capacity as such, in any 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 of its rights and duties hereunder or under any Security Document or the transactions contemplated hereby or thereby or the enforcement of any of the terms 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, under the Debt Instruments and the Security Documents. The Collateral Agent shall notify the Pledgors promptly of any claim asserted against the Collateral Agent for which it may seek indemnity; provided that the Collateral Agent's failure to notify a Pledgor of any such claim shall not affect the Collateral Agent's right to indemnification. The Pledgors shall defend any such claim and the Collateral Agent shall provide reasonable attorney’s cooperation at the expense of the Pledgors in such defense. Except as set forth in the following proviso, the Collateral Agent shall have separate counsel and the Pledgors shall pay the reasonable fees and expenses) incurred by 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 preparationCollateral Agent for all losses or liabilities arising out of such claim. The Pledgors need not pay for any settlement made without their written consent. The Pledgors need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Collateral Agent, executionits agents or attorneys through their gross negligence, deliverybad faith or willful misconduct. The Pledgors hereby agree to pay, administrationand to hold the Collateral Agent and the Secured Creditors harmless from, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) ofany and all liabilities with respect to, or legal advice 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 rights the Collat- eral or responsibilities under, in connection with any of the transactions contemplated by this Agreement or any Security Document to the extent that the Collateral Agent is not reimbursed for such expenses 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 each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralDocument.

Indemnification of Collateral Agent. The Lenders Whether or not the transactions contemplated hereby are consummated, Investors shall indemnify upon demand each the Collateral Agent-Related Person Agent or its Affiliates (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates Borrower and without limiting the obligation of the Company or any of its Affiliates Borrower to do so), to pro rata based on the extent principal amount of the Notes then held by each Lender’s Proportionate ShareInvestor, and hold harmless each the Collateral Agent-Related Person Agent or its Affiliates from and against any and all Indemnified Liabilities claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by itor asserted or awarded against the Collateral Agent or its Affiliates, including but not limited to those in each case arising from its own negligence; providedout of or in connection with or by reason of (including, howeverwithout limitation, that no Lender shall be liable for in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the payment to Loan Documents, any Collateral Agent-Related Person of any portion the transactions contemplated herein or the actual or proposed use of such Indemnified Liabilities the proceeds of the Loan, except to the extent determined such claim, damage, loss, liability, cost, or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from such the Collateral Agent-Related Person’s own or its Affiliates’ gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Lenders Required Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender Investor shall reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorney’s attorneys’ fees and expensesthe 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrower. The undertaking in this Section shall survive termination the payment of all Obligations hereunder and the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds resignation or replacement of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgent.

Indemnification of Collateral Agent. The Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each the Collateral Agent-Related Person Agent or its Affiliates acting pursuant to Section 9.2 (other than Borrower) (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates Borrower and without limiting the obligation of the Company or any of its Affiliates Borrower to do so), to pro rata based on the extent principal amount of the Notes then held by each Lender’s Proportionate Share, and hold harmless each the Collateral Agent-Related Person Agent or its Affiliates acting pursuant to Section 9.2 (other than Borrower) from and against any and all Indemnified Liabilities claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by itor asserted or awarded against the Collateral Agent or its Affiliates (other than Borrower), including but not limited to those in each case arising from its own negligence; providedout of or in connection with or by reason of (including, howeverwithout limitation, that no Lender shall be liable for in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the payment to Loan Documents, any Collateral Agent-Related Person of any portion the transactions contemplated herein or the actual or proposed use of such Indemnified Liabilities the proceeds of the Term Loan, except to the extent determined such claim, damage, loss, liability, cost, or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from such the Collateral Agent-Related Person’s own 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 Majority 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 attorney’s attorneys fees and expensesthe 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrower. The undertaking in this Section shall survive termination the payment of all Obligations hereunder and the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds resignation or replacement of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgent.

Indemnification of Collateral Agent. The Lenders shall Whether 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 Collateral Agent-Related Person (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates Borrowers and without limiting the obligation of the Company or any of its Affiliates Borrowers to do so), to the extent of each Lender’s Proportionate Share, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities claims, damages, losses, liabilities, costs or expenses (which shall not include legal expenses of Collateral Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it, including but not limited to those arising from its own negligence; provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction 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 Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 14.7. Without limitation of the foregoing, each Lender shall shall, severally and pro rata based on its respective Pro Rata Share, reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorney’s fees and expensesLenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by the 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrowers. The undertaking in this Section 14.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations resignation of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgent.

Indemnification of Collateral Agent. The Lenders shall Each Lender severally, but not jointly, agrees (a) to indemnify upon demand and hold Collateral Agent (and each Collateral Agent-Related Person Person) harmless from and against and (b) promptly upon receipt by each Lender of Collateral Agent’s statement, to the extent not 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 reimburse Collateral Agent, according to do so)such Lender’s Pro Rata Share, to the extent Collateral Agent shall not otherwise have been reimbursed by Borrower on account of each Lender’s Proportionate Shareand for, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities incurred by itliabilities, including but not limited obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, the fees and disbursements of counsel and other advisors) or disbursements of any kind of nature whatsoever with respect to those arising from Collateral Agent’s performance of its own negligenceduties under this Agreement and the other Loan Documents; provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person Agent of any portion of such Indemnified Liabilities to the extent determined in a finalliabilities, nonappealable judgment by a court of competent jurisdiction to have resulted obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Collateral Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken . Such reimbursement shall not in accordance with the directions of the Majority Lenders shall be deemed any respect release Borrower from any liability or obligation. If any indemnity furnished 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 any purpose shall, in the opinion of any costs Collateral Agent, be insufficient or out-of-pocket expenses (including reasonable attorney’s fees and expenses) incurred by the become impaired, Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) ofmay call for additional indemnity and cease, or legal advice in respect of rights or responsibilities undernot commence, this Agreement or any Security Document to do the extent that the acts indemnified against { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. until such additional indemnity is furnished. Collateral Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section Agent’s right to indemnification shall survive termination of the Indebtedness. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the CollateralAgreement.

Indemnification of Collateral Agent. The Lenders Whether or not the transactions contemplated hereby and by the other Loan Documents are consummated, the Lender shall indemnify upon demand each the Collateral Agent-Agent Related Person Persons (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates Borrower and without limiting the obligation of the Company or any of its Affiliates Borrower to do so), to the extent of each Lender’s Proportionate Sharepro rata, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities incurred by it, including but not limited to those arising from its own negligence(as defined below); provided, however, that no the Lender shall not be liable for the payment to any the Collateral Agent-Agent Related Person Persons of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted resulting solely 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 the Lender shall not reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-out of pocket expenses (including reasonable attorney’s fees and expensesdisbursements of legal 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrower. Notwithstanding the foregoing, the Lender shall not be required to pay, in total under this paragraph (e) and any similar provision in any other Loan Document, any amount in excess of the total principal amount of the Note. The undertaking in this Section paragraph shall survive termination the payment of all obligations hereunder and the resignation or replacement of the IndebtednessCollateral Agent. Notwithstanding anything herein to “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 contraryNote and the termination, resignation or replacement of the parties hereto agree that the obligations of each holder of a Prudential Note to 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 Agreement 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 Section 9(g) shall be limited to Agreement or the amount Note or the other Loan Documents or the use of the proceeds of the thereof, whether or not any Collateral it receives hereunder, under the Security Documents or from any other source that Agent Related Person is attributable to the Collaterala party thereto.

Indemnification of Collateral Agent. The Lenders shall Whether 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 Collateral Agent-Related Person (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates Borrower and without limiting the obligation of the Company or any of its Affiliates Borrower to do so), to the extent of each Lender’s Proportionate Share, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Collateral Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it, including but not limited to those arising from its own negligence; provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction 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 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 shall, severally and pro rata based on its respective Pro Rata Share, reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorney’s fees and expensesLenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by the 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 Agreement, any other Loan Document, or any Security Document document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrower. The undertaking in this Section shall survive the payment in full of the Obligations, the termination of this Agreement and the Indebtednessresignation of Agent. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations of each holder of a Prudential Note to Collateral Agent under this The term “Indemnified Liabilities” means those liabilities described in Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the Collateral12.3.