Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED (WHICH SHALL BE PAYABLE FROM TIME TO TIME ON DEMAND) SECURED PARTIES (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES) GROWING OUT OF OR RESULTING FROM THIS AGREEMENT (INCLUDING ENFORCEMENT OF THIS AGREEMENT), EXPRESSLY INCLUDING SUCH CLAIMS, DAMAGESLOSSES, PENALTIES, OR LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON MERE NEGLIGENCE OF (INCLUDINGANY SECURED PARTY, WITHOUT LIMITATIONEXCEPT CLAIMS, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONLOSSES, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR LIABILITIES RESULTING FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, SECURED PARTY'S (IVi) 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 HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, OR (Bii) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING ITS OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyLOAN DOCUMENT. (b) Other than as set forth in clause EACH GRANTOR WILL UPON DEMAND PAY TO ADMINISTRATIVE AGENT (cAND EACH SUB-AGENT THEREOF) belowAND THEIR RESPECTIVE RELATED PARTIES THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented outINCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH ADMINISTRATIVE AGENT (AND EACH SUB-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,AGENT THEREOF) AND THEIR RESPECTIVE RELATED PARTIES MAY INCUR IN CONNECTION WITH THE ADMINISTRATION OF THIS AGREEMENT. (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented outEACH GRANTOR WILL UPON DEMAND PAY TO ADMINISTRATIVE AGENT (AND EACH SUB-ofAGENT THEREOF), EACH OTHER SECURED PARTY AND THEIR RESPECTIVE RELATED PARTIES THE AMOUNT OF ANY AND ALL EXPENSES, INCLUDING THE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH ADMINISTRATIVE AGENT (AND EACH SUB-pocket expensesAGENT THEREOF), including the fees and disbursements of its counsels and of any experts and agentsSUCH OTHER SECURED PARTY AND THEIR RESPECTIVE RELATED PARTIES MAY INCUR IN CONNECTION WITH (I) THE CUSTODY, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiationsPRESERVATION, legal proceedings or otherwise) of this Security AgreementUSE OR OPERATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL, (iiII) the sale ofTHE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF ANY SECURED PARTY HEREUNDER, collection from, or other realization upon, any of the Collateral, OR (iiiIII) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit AgreementTHE FAILURE BY GRANTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.

Indemnity and Expenses. (a) WITHOUT DUPLICATION LIMITING THE GENERALITY OF ANY RELATED THE PROVISIONS IN OF SECTION 9.1 OF THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TOSHALL, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDERHEREBY INDEMNIFY, THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), EACH OTHER SECURED PARTY AND EACH RELATED PARTY OF THEIR RESPECTIVE RELATED PARTIES ANY OF THE FOREGOING PERSONS (EACH, EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) FROM AGAINST, AND AGAINST HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL ACTIONS, SUITS, LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES OF ANY KIND OR NATURE (INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY ANY INDEMNITEE OR ASSERTED OR AWARDED AGAINST SUCH ANY INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, THIRD PARTY OR BY ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE GRANTOR ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATIONOF, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONWITH, OR PROCEEDING OR PREPARATION AS A RESULT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF THIS SECURITY AGREEMENT, ANY LOAN DOCUMENT, OTHER CREDIT DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR, IN THE CASE OF THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF) AND ITS RELATED PARTIES ONLY, THE ADMINISTRATION OF THIS SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, (II) ANY ADVANCE OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROMTHEREFROM (INCLUDING ANY REFUSAL BY AN ISSUING LENDER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER SUBSTANCE ON OR FROM ANY PROPERTY OWNED, LEASED OWNED OR OPERATED BY HOLDINGS, THE BORROWER ANY GRANTOR OR ANY SUBSIDIARY OR AFFILIATE THEREOFOF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER ANY GRANTOR OR ANY SUBSIDIARY OF ITS SUBSIDIARIES, OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, GRANTOR AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH THE INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH ACTIONS, SUITS, LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES (X) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE NONAPPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, OR (BY) TO HAVE RESULTED RESULT FROM A CLAIM BROUGHT BY THE BORROWER ANY GRANTOR AGAINST ANY AN INDEMNITEE OF ANY MATERIAL FOR BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS HEREUNDER OR UNDER THE ANY OTHER CREDIT AGREEMENTDOCUMENT, OR (C) ARE ON ACCOUNT OF IF SUCH GRANTOR HAS OBTAINED A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT FINAL AND NONAPPEALABLE JUDGMENT IN ITS ROLE FAVOR ON SUCH CLAIM AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED DETERMINED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOFA COURT OF COMPETENT JURISDICTION. THIS INDEMNITY SECTION 6.3(A) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,. (c) Each Grantor will upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Administrative Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iiiii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal counsel or any of the Secured Parties hereunder, or (iviii) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION LIMITING THE GENERALITY OF ANY RELATED THE PROVISIONS IN OF SECTION 9.2 OF THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, HEREBY INDEMNIFIES AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HOLDS HARMLESS THE COLLATERAL ADMINISTRATIVE AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT SECURED PARTY AND EACH OF THEIR RESPECTIVE RELATED PARTIES OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (EACH, AN THE “INDEMNITEEINDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH RESULTING FROM THIS SECURITY AGREEMENT OR BY REASON OF ANY OTHER CREDIT DOCUMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION ENFORCEMENT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMSTHIS SECURITY AGREEMENT), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, EXCEPT CLAIMS, DAMAGESLOSSES OR LIABILITIES THAT ARE FOUND IN A FINAL, LIABILITIES OR RELATED EXPENSES ARE DETERMINED NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE SUCH INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE PARTIES HERETO THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES ITS OWN NEGLIGENCE (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH DISPUTE DOES NOT INVOLVE AND Pledge NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. If and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of extent that the foregoing undertaking may be unenforceable for any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any. (b) Other than as set forth in clause (c) belowreason, each Grantor will within 30 days of invoice pay hereby agrees to make the maximum contribution to the Collateral Agent payment and any legal counsel the amount satisfaction of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any each of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, foregoing which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreementis permissible under applicable law.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL ADMINISTRATIVE AGENT, THE ISSUING LENDER AND EACH LENDER, THE ADMINISTRATIVE AGENT SECURED PARTY AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE RELATED PARTIES OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIESLOSSES, LIABILITIES LIABILITIES, COSTS, AND EXPENSES OF ANY KIND OR NATURE (INCLUDING INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR ) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF)INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENTTHIS SECURITY AGREEMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY THE APPLICABLE INDEMNITEE, BE AVAILABLE EXCEPT TO THE EXTENT THAT SUCH LOSSESCLAIM, CLAIMSDAMAGE, DAMAGESLOSS, LIABILITIES LIABILITY, COST, OR RELATED EXPENSES ARE DETERMINED EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE SUCH INDEMNITEE’S GROSS NEGLIGENCE OR NEGLIGENCE, WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY OR MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THIS SECURITY AGREEMENT. IN THE CREDIT AGREEMENTCASE OF AN INVESTIGATION, LITIGATION OR (COTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 6.3(A) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY GRANTOR, ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACTDIRECTORS, OMISSION SHAREHOLDERS OR REPRESENTATION ON THE PART OF, CREDITORS OR AN INDEMNITEE OR ANY INFORMATION PROVIDED BY OTHER PERSON OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIMINDEMNITEE IS OTHERWISE A PARTY THERETO. No Grantor shall, without the prior written consent of each Indemnitee affected therebythereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, Indemnitee and (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,. (c) Each Grantor will upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Administrative Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iiiii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal counsel or any of the Secured Parties hereunder, or (iviii) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION LIMITING THE GENERALITY OF ANY RELATED THE PROVISIONS IN OF SECTION 9.2 OF THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, HEREBY INDEMNIFIES AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HOLDS HARMLESS THE COLLATERAL ADMINISTRATIVE AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT SECURED PARTY AND EACH OF THEIR RESPECTIVE RELATED PARTIES OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (EACH, AN THE “INDEMNITEEINDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH RESULTING FROM THIS SECURITY AGREEMENT OR BY REASON OF ANY OTHER CREDIT DOCUMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ENFORCEMENT OF THIS SECURITY AGREEMENT), EXCEPT CLAIMS, LOSSES OR LIABILITIES RESULTING FROM ANY INVESTIGATIONINDEMNIFIED PARTY’S GROSS NEGLIGENCE, LITIGATIONWILLFUL MISCONDUCT OR UNLAWFUL ACTS; PROVIDED, OR PROCEEDING OR PREPARATION HOWEVER, THAT IT IS THE INTENTION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE SUCH NEGLIGENCE IS A PARTY THERETOSOLE OR CONTRIBUTORY, ACTIVE OR (V) ANY CLAIM (INCLUDINGPASSIVE, WITHOUT LIMITATIONIMPUTED, ANY ENVIRONMENTAL CLAIMS)JOINT OR TECHNICAL. If and to the extent that the foregoing undertaking may be unenforceable for any reason, INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge each Grantor hereby agrees to make the maximum contribution to the payment and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent satisfaction of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyforegoing which is permissible under applicable law. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice upon demand pay to the Collateral Administrative Agent and any legal local counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Administrative Agent and any legal local counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,. (c) Each Grantor will upon demand pay to the Collateral Administrative Agent and any legal local counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Administrative Agent and any legal local counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iiiii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal local counsel or any of the Secured Parties hereunder, or (iviii) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PLEDGOR AGREES TO INDEMNIFY SECURED PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) OTHER CREDIT PARTY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, CLAIMSAND LIABILITIES IN ANY WAY RELATING TO, DAMAGESGROWING OUT OF, PENALTIES, LIABILITIES OR RESULTING FROM THIS AGREEMENT AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATIONENFORCEMENT OF THIS AGREEMENT), LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) EXCEPT (I) IN THE EXECUTION OR DELIVERY CASE OF ANY LOAN DOCUMENTCLAIMS, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBYLOSSES AND LIABILITIES ARISING OTHER THAN UNDER A SECURED HEDGE AGREEMENT, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH CLAIMS, LOSSES, CLAIMS, DAMAGES, OR LIABILITIES RESULT FROM SECURED PARTY’S OR RELATED EXPENSES ARE SUCH OTHER CREDIT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (II) IN THE CASE OF ANY CLAIMS, LOSSES AND LIABILITIES ARISING UNDER A SECURED HEDGE AGREEMENT, TO THE EXTENT (A) ARISING UNDER THE TERMS OF ANY “TRANSACTION” (AS DEFINED THEREIN) OR (B) TO HAVE RESULTED THE EXTENT SUCH CLAIMS, LOSSES, OR LIABILITIES RESULT FROM THE SECURED PARTY’S OR SUCH OTHER CREDIT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyCOMPETENT JURISDICTION. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice Pledgors shall pay to the Collateral Agent and any legal counsel Secured Party upon demand the amount of any and all reasonable costs and documented out-of-pocket expenses, including the reasonable fees and disbursements expenses of its counsels counsel and of any experts and agents, which the Collateral Agent and any legal counsel that Secured Party may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties Party hereunder, or (iv) the failure by any Grantor Pledgor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”WHICH SHALL BE PAYABLE FROM TIME TO TIME ON DEMAND) SECURED LENDERS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES) GROWING OUT OF OR RESULTING FROM THIS AGREEMENT (INCLUDING ENFORCEMENT OF THIS AGREEMENT), EXPRESSLY INCLUDING SUCH CLAIMS, DAMAGESLOSSES, PENALTIES, OR LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON MERE NEGLIGENCE OF (INCLUDINGANY SECURED PARTY, WITHOUT LIMITATIONEXCEPT CLAIMS, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONLOSSES, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR LIABILITIES RESULTING FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, SECURED LENDER’S (IVi) 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 HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, OR (Bii) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING ITS OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyHEREUNDER. (b) Other than as set forth in clause EACH GRANTOR WILL UPON DEMAND PAY TO ADMINISTRATIVE AGENT (cAND EACH SUB-AGENT THEREOF) belowAND THEIR RESPECTIVE RELATED PARTIES THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented outINCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH ADMINISTRATIVE AGENT (AND EACH SUB-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,AGENT THEREOF) AND THEIR RESPECTIVE RELATED PARTIES MAY INCUR IN CONNECTION WITH THE ADMINISTRATION OF THIS AGREEMENT. (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented outEACH GRANTOR WILL UPON DEMAND PAY TO ADMINISTRATIVE AGENT (AND EACH SUB-ofAGENT THEREOF), EACH OTHER SECURED LENDER AND THEIR RESPECTIVE RELATED PARTIES THE AMOUNT OF ANY AND ALL EXPENSES, INCLUDING THE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH ADMINISTRATIVE AGENT (AND EACH SUB-pocket expensesAGENT THEREOF), including the fees and disbursements of its counsels and of any experts and agentsSUCH OTHER SECURED LENDER AND THEIR RESPECTIVE RELATED PARTIES MAY INCUR IN CONNECTION WITH (I) THE CUSTODY, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiationsPRESERVATION, legal proceedings or otherwise) of this Security AgreementUSE OR OPERATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL, (iiII) the sale ofTHE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF ANY SECURED LENDER HEREUNDER, collection from, or other realization upon, any of the Collateral, OR (iiiIII) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit AgreementTHE FAILURE BY GRANTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PLEDGOR AGREES TO INDEMNIFY SECURED PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGESLOSSES AND LIABILITIES IN ANY WAY RELATING TO, PENALTIES, LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING GROWING OUT OF OR IN CONNECTION WITH OR BY REASON OF RESULTING FROM THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION ENFORCEMENT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMSTHIS AGREEMENT), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE EXCEPT TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGESLOSSES OR LIABILITIES RESULT SOLELY FROM SECURED PARTY'S GROSS NEGLIGENCE, LIABILITIES WILLFUL MISCONDUCT OR RELATED EXPENSES ARE BREACH OF THE TERMS HEREOF AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyJURISDICTION. (b) Other than as set forth in clause PLEDGOR WILL PAY TO SECURED PARTY UPON DEMAND THE AMOUNT OF ANY AND ALL COSTS AND EXPENSES, INCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, THAT SECURED PARTY MAY INCUR IN CONNECTION WITH (cI) below, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security AgreementTHE ADMINISTRATION OF THIS AGREEMENT, (iiII) the sale ofTHE CUSTODY OR PRESERVATION OF, collection fromOR THE SALE OF, or other realization uponCOLLECTION FROM, any of the CollateralOR OTHER REALIZATION UPON, ANY OF THE PLEDGED COLLATERAL, (iiiIII) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunderTHE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF SECURED PARTY HEREUNDER, or OR (ivIV) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit AgreementTHE FAILURE BY PLEDGOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.

Indemnity and Expenses. (aA) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBYGRANTORS AGREE, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, LIABILITIES AND COSTS OR EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, LEGAL FEES, COSTS AND EXPENSES) TO THE EXTENT THAT THEY ARISE OUT OF OR OTHERWISE RESULT FROM THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OF THIS AGREEMENT), EXCEPT CLAIMS, LOSSES OR LIABILITIES RESULTING SOLELY AND DIRECTLY FROM THE ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY THE FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. THE ADMINISTRATIVE AGENT MAY EMPLOY AGENTS AND ATTORNEYS-IN-FACT IN CONNECTION WITH HEREWITH AND SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY INVESTIGATION, LITIGATION, SUCH AGENTS OR PROCEEDING OR PREPARATION OF A DEFENSE ATTORNEYS-IN-FACT SELECTED BY IT IN CONNECTION THEREWITHGOOD FAITH. (B) THE GRANTORS AGREE TO PAY TO THE ADMINISTRATIVE AGENT UPON DEMAND (I) THE EXECUTION OR DELIVERY AMOUNT OF ANY LOAN DOCUMENTAND ALL REASONABLE COSTS AND EXPENSES, OR INCLUDING THE REASONABLE FEES, COSTS AND EXPENSES OF COUNSEL FOR THE ADMINISTRATIVE AGENT AND OF ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, EXPERTS AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM AGENTS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMSPERSON WHICH MAY ACT AS AGENT OF THE ADMINISTRATIVE AGENT), INVESTIGATIONWHICH THE ADMINISTRATIVE AGENT MAY INCUR IN CONNECTION WITH (A) THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, RECORDATION, ADMINISTRATION, AMENDMENT, WAIVER OR OTHER MODIFICATION OR TERMINATION OF THIS AGREEMENT, OR (B) THE CUSTODY, PRESERVATION, USE OR OPERATION OF, COLLECTION FROM, OR OTHER REALIZATION UPON THE COLLATERAL, AND (II) THE AMOUNT OF ANY AND ALL COSTS AND EXPENSES, INCLUDING THE REASONABLE FEES, COSTS AND EXPENSES OF COUNSEL FOR THE ADMINISTRATIVE AGENT AND OF ANY EXPERTS AND AGENTS (INCLUDING, WITHOUT LIMITATION, ANY PERSON WHICH MAY ACT AS AGENT OF THE ADMINISTRATIVE AGENT), WHICH THE ADMINISTRATIVE AGENT MAY INCUR IN CONNECTION WITH (A) THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY COLLATERAL, (B) THE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF THE ADMINISTRATIVE AGENT HEREUNDER, OR (C) THE FAILURE BY A GRANTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF, INCLUDING, WITHOUT LIMITATION, ALL MANNER OF PARTICIPATION IN OR OTHER INVOLVEMENT WITH (W) PERFORMANCE BY THE ADMINISTRATIVE AGENT OF ANY OBLIGATIONS OF THE GRANTORS IN RESPECT OF THE COLLATERAL THAT THE GRANTORS HAVE FAILED OR REFUSED TO PERFORM, (X) BANKRUPTCY, INSOLVENCY, RECEIVERSHIP, FORECLOSURE, WINDING UP OR LIQUIDATION PROCEEDINGS, OR ANY ACTUAL OR ATTEMPTED SALE, OR ANY EXCHANGE, ENFORCEMENT, COLLECTION, COMPROMISE OR SETTLEMENT IN RESPECT OF ANY OF THE COLLATERAL, AND FOR THE CARE OF THE COLLATERAL AND DEFENDING OR ASSERTING RIGHTS AND CLAIMS OF THE ADMINISTRATIVE AGENT IN RESPECT THEREOF, BY LITIGATION OR OTHERWISE, INCLUDING EXPENSES OF INSURANCE, (Y) JUDICIAL OR REGULATORY PROCEEDINGS AND (Z) WORKOUT, RESTRUCTURING OR OTHER PROCEEDING NEGOTIATIONS OR PROCEEDINGS (WHETHER OR NOT THE COLLATERAL AGENTWORKOUT, ANY LENDER RESTRUCTURING OR THE ADMINISTRATIVE AGENT TRANSACTION CONTEMPLATED THEREBY IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEECONSUMMATED); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF OTHER SECURED PARTY AND THEIR RESPECTIVE RELATED PARTIES DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACHCOLLECTIVELY, AN THE “INDEMNITEEINDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING REASONABLE ATTORNEYS’ FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT ) ARISING OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF RESULTING FROM THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION ENFORCEMENT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMSTHIS AGREEMENT), INVESTIGATIONEXPRESSLY INCLUDING SUCH CLAIMS, LITIGATION LOSSES OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, LIABILITIES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISINGRESULTING FROM, IN WHOLE OR IN PART, OUT NEGLIGENCE OR STRICT LIABILITY OF THE COMPARATIVEANY INDEMNIFIED PARTY, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, EXCEPT CLAIMS, DAMAGES, LOSSES OR LIABILITIES OR RELATED EXPENSES ARE AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE SUCH INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT, BUT EXCLUDING (i) ANY CLAIM OR LIABILITY THAT ARISES AS A DIRECT RESULT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OPERATION OF ANY MATERIAL BREACH COLLATERAL BY ANY INDEMNIFIED PARTY AFTER TAKING POSSESSION THEREOF BY FORECLOSURE OR BY TRANSFER IN BAD FAITH LIEU OF FORECLOSURE (PROVIDED THAT SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, CLAIM OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE LIABILITY DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED RELATE TO ANY ACT, OMISSION CONDITION EXISTING ON OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES SUCH COLLATERAL BEFORE FORECLOSURE OR TRANSFER IN LIEU OF FORECLOSURE), AND (ii) MATTERS RAISED EXCLUSIVELY BY ANY SECURED PARTY AGAINST THE ADMINISTRATIVE AGENT OR ANY OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anySECURED PARTY. (b) Other than as set forth in clause (c) belowGrantor will, each Grantor will within 30 days of invoice upon demand, pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements expenses of its counsels counsel and of any experts and agents, which the Collateral Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement and Agreement, (ii) the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal counsel or any of the Secured Parties hereunder, hereunder or (iv) the failure by any the Grantor (or Superior) to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO DEBTOR AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS (WHICH SHALL BE PAYABLE FROM TIME TO TIME ON DEMAND) THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED OTHER SECURED PARTIES (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING REASONABLE ATTORNEYS' FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ) ARISING OUT OF OR IN CONNECTION WITH OR BY REASON RESULTING FROM THIS AGREEMENT (INCLUDING ENFORCEMENT OF (INCLUDINGTHIS AGREEMENT), WITHOUT LIMITATIONEXPRESSLY INCLUDING SUCH CLAIMS, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONLOSSES, OR PROCEEDING OR PREPARATION LIABILITIES ARISING OUT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION MERE NEGLIGENCE OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT COLLATERAL AGENT OR ANY OTHER THEORYSECURED PARTY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, EXCEPT CLAIMS, DAMAGES, LOSSES OR LIABILITIES OR RELATED EXPENSES ARE AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED SOLELY FROM THE COLLATERAL AGENT'S OR ANY SECURED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT, BUT EXCLUDING (i) ANY CLAIM OR LIABILITY THAT ARISES AS A DIRECT RESULT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OPERATION OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN COLLATERAL BY THE COLLATERAL AGENT OR ANY OF THE OTHER SECURED PARTIES AFTER TAKING POSSESSION THEREOF BY FORECLOSURE OR BY TRANSFER IN ITS ROLE AS SUCH) TO THE EXTENT LIEU OF FORECLOSURE (PROVIDED THAT SUCH DISPUTE CLAIM OR LIABILITY DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED RELATE TO ANY ACT, OMISSION CONDITION EXISTING ON OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such IndemniteeSUCH COLLATERAL PRIOR TO FORECLOSURE OR TRANSFER IN LIEU OF FORECLOSURE), (yii) does not include any statement as to or an admission of faultMATTERS RAISED EXCLUSIVELY BY A PARTICIPANT AGAINST THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY, culpability or failure to act by or on behalf of any Indemnitee, and AND (ziii) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyMATTERS RAISED BY ONE LENDER AGAINST A LENDER OR BY ANY SHAREHOLDERS OF A LENDER AGAINST A LENDER OR ITS MANAGEMENT. (b) Other than as set forth in clause (c) below, each Grantor The Debtor will within 30 days of invoice upon demand pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-of- pocket expenses, including the reasonable fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement and Agreement, (ii) the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor the Debtor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENTEACH DEBTOR SHALL INDEMNIFY ADMINISTRATIVE AGENT, L/C ISSUER, EACH GRANTOR LENDER AND EACH RELATED PARTY HERETO AGREES TOTHEREOF FROM, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACHTHEM HARMLESS AGAINST, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES JUDGMENTS, DISBURSEMENTS, REASONABLE AND DOCUMENTED OUT-OF-POCKET COSTS, AND EXPENSES (INCLUDING ATTORNEYS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (i) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF THIS AGREEMENT, (ii) ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (iii) ANY BREACH BY SUCH DEBTOR OF ANY KIND REPRESENTATION, WARRANTY, COVENANT, OR NATURE OTHER AGREEMENT CONTAINED HEREIN, (INCLUDING FEESiv) THE PRESENCE, CHARGES AND DISBURSEMENTS RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF COUNSEL AND ANY CONSULTANT FOR HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY INDEMNITEE), TO WHICH OF THE PROPERTIES OR ASSETS OF SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY DEBTOR OR ANY AFFILIATE THEREOF)OF ITS SUBSIDIARIES, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH v) ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIMINVESTIGATION, LITIGATION, INVESTIGATION OR PROCEEDING OTHER PROCEEDING, RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT . WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR IT IS THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT EXPRESS INTENTION OF THE COMPARATIVEPARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSESLIABILITIES, CLAIMS, DAMAGES, LIABILITIES PENALTIES, JUDGMENTS, DISBURSEMENTS, REASONABLE AND DOCUMENTED OUT-OF-POCKET COSTS, AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED RESULTING FROM THE GROSS SOLE CONTRIBUTORY OR ORDINARY NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyPERSON. (b) Other than as set forth in clause (c) below, each Grantor will Any amount to be paid under this Section 5.07 shall be a demand obligation owing by Debtors and if not paid within 30 10 days of invoice pay demand shall bear interest, to the Collateral Agent extent not prohibited by and any legal counsel not in violation of applicable Law, from the amount date of expenditure until paid at a rate per annum equal to the Default Interest Rate. The obligations of Debtors under this Section 5.07 shall survive payment of the Notes and other obligations hereunder and the assignment of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties right hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF OTHER SECURED PARTY AND THEIR RESPECTIVE RELATED PARTIES DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACHCOLLECTIVELY, AN “INDEMNITEE”THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING REASONABLE ATTORNEYS' FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT ) ARISING OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF RESULTING FROM THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION ENFORCEMENT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMSTHIS AGREEMENT), INVESTIGATIONEXPRESSLY INCLUDING SUCH CLAIMS, LITIGATION LOSSES OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, LIABILITIES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISINGRESULTING FROM, IN WHOLE OR IN PART, OUT NEGLIGENCE OR STRICT LIABILITY OF THE COMPARATIVEANY INDEMNIFIED PARTY, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, EXCEPT CLAIMS, DAMAGES, LOSSES OR LIABILITIES OR RELATED EXPENSES ARE AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT, BUT EXCLUDING (i) ANY CLAIM OR LIABILITY THAT ARISES AS A DIRECT RESULT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OPERATION OF ANY MATERIAL BREACH COLLATERAL BY ANY INDEMNIFIED PARTY AFTER TAKING POSSESSION THEREOF BY FORECLOSURE OR BY TRANSFER IN BAD FAITH LIEU OF FORECLOSURE (PROVIDED THAT SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENTCLAIM OR LIABILITY DOES NOT RELATE TO ANY CONDITION EXISTING ON OR WITH RESPECT TO SUCH COLLATERAL PRIOR TO FORECLOSURE OR TRANSFER IN LIEU OF FORECLOSURE), OR AND (Cii) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN MATTERS RAISED EXCLUSIVELY BY ANY SECURED PARTY AGAINST THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anySECURED PARTY. (b) Other than as set forth in clause (c) belowThe Grantors will, each Grantor will within 30 days of invoice jointly and severally, upon demand pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements expenses of its counsels counsel and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement and Agreement, (ii) the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, hereunder or (iv) the failure by any Grantor the Grantors to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Loan Documents: (aA) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, ASSIGNORS WILL INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) LENDER FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON RESULTING FROM THIS AGREEMENT (INCLUDING ENFORCEMENT OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOINGTHIS AGREEMENT), WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOFASSIGNORS, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH THE INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (AX) TO HAVE RESULTED RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, INDEMNITEE OR (BY) TO HAVE RESULTED RESULT FROM A CLAIM BROUGHT BY THE BORROWER ASSIGNORS AGAINST ANY AN INDEMNITEE OF ANY MATERIAL FOR BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, IF SUCH ASSIGNOR HAS OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. (B) ASSIGNORS WILL UPON DEMAND PAY TO SECURED PARTY THE CREDIT AMOUNT OF ANY AND ALL REASONABLE COSTS AND EXPENSES, INCLUDING THE FEES AND DISBURSEMENTS OF SECURED PARTY’S COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH SECURED PARTY MAY INCUR IN CONNECTION WITH (A) THE TRANSACTIONS WHICH GIVE RISE TO THIS AGREEMENT, OR (B) THE PREPARATION OF THIS AGREEMENT AND THE PERFECTION AND PRESERVATION OF THIS SECURITY INTEREST CREATED UNDER THIS AGREEMENT, (C) ARE ON ACCOUNT THE ADMINISTRATION OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES THIS AGREEMENT; (OTHER THAN D) THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACTCUSTODY, OMISSION PRESERVATION, USE OR REPRESENTATION ON THE PART OPERATION OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF THE SALE OF, THE BORROWERCOLLECTION FROM, OR OTHER REALIZATION UPON, ANY GRANTOR INTELLECTUAL PROPERTY COLLATERAL; (E) THE EXERCISE OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT ENFORCEMENT OF ANY OF THE RIGHTS OF SECURED PARTY HEREUNDER; OR (F) THE FAILURE BY ASSIGNORS TO TAXES OTHER THAN PERFORM OR OBSERVE ANY TAXES THAT REPRESENT LOSSESOF THE PROVISIONS HEREOF, CLAIMS, DAMAGES, ETC. ARISING EXCEPT EXPENSES RESULTING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anySECURED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE EACH CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL ADMINISTRATIVE AGENT, THE ISSUING LENDER AND EACH LENDER, THE ADMINISTRATIVE AGENT LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE RELATED PARTIES OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIESLOSSES, LIABILITIES LIABILITIES, COSTS, AND EXPENSES OF ANY KIND OR NATURE (INCLUDING INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR ) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF)INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF CREDIT DOCUMENTS, ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE HEREIN OR THE USE ACTUAL OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR ARISING FROM ANY STRICT LIABILITY OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY THE APPLICABLE INDEMNITEE, BE AVAILABLE EXCEPT TO THE EXTENT THAT SUCH LOSSESCLAIM, CLAIMSDAMAGE, DAMAGESLOSS, LIABILITIES LIABILITY, COST, OR RELATED EXPENSES ARE EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE’S (I) GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH OF THE OBLIGATIONS OF SUCH INDEMNITEE UNDER THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY IN A FINAL AND NON-APPEALABLE JUDGMENT OR (AII) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE ARISING OUT OF OR WILLFUL MISCONDUCT IS IN CONNECTION WITH ANY CLAIM, LITIGATION, LOSS OR PROCEEDING NOT INVOLVING AN ACT OR OMISSION OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM CREDIT PARTY OR AN AFFILIATE OF A CREDIT PARTY AND THAT IS BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES AGAINST ANOTHER INDEMNITEE (OTHER THAN AGAINST THE COLLATERAL ADMINISTRATIVE AGENT IN ITS ROLE CAPACITY AS SUCH). IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 6.3(a) TO THE EXTENT APPLIES, SUCH DISPUTE DOES INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT INVOLVE AND Pledge and Security Agreement SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS NOT RELATED TO BROUGHT BY ANY ACTCREDIT PARTY, OMISSION ITS DIRECTORS, SHAREHOLDERS OR REPRESENTATION ON THE PART OF, CREDITORS OR AN INDEMNITEE OR ANY INFORMATION PROVIDED BY OTHER PERSON OR ON BEHALF OF, ANY INDEMNITEE IS OTHERWISE A PARTY THERETO. THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS FOREGOING INDEMNITY AND HOLD HARMLESS PROVISIONS SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM LOSSES, LIABILITIES, COSTS OR EXPENSES THAT IS INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY NON-TAX CLAIMINDEMNITEE DIRECTLY FOR, OR AS A DIRECT CONSEQUENCE OF, SUCH INDEMNITEE BEING A DEFAULTING LENDER UNDER CLAUSE (A) OR (B) OF THE DEFINITION OF “DEFAULTING LENDER”, WHETHER ASSERTED BY ANY CREDIT PARTY, THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER OR THE ISSUING LENDER. No Grantor Credit Party shall, without the prior written consent of each Indemnitee affected therebythereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, Indemnitee and (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any. (b) Other than as set forth in clause (c) below, each Each Grantor will within 30 days agrees to pay on demand the costs and expenses of invoice pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur Lenders in connection herewith, including without limitation in connection accordance with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 9.1 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION LIMITING THE GENERALITY OF ANY RELATED THE PROVISIONS IN OF SECTION 9.7 OF THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TOSHALL, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDERHEREBY INDEMNIFY, THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), EACH OTHER SECURED PARTY AND EACH RELATED PARTY OF THEIR RESPECTIVE RELATED PARTIES ANY OF THE FOREGOING PERSONS (EACH, EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) FROM AND AGAINST HOLD EACH INDEMNITEE HARMLESS AGAINST, ANY AND ALL LOSSES, CLAIMSLIABILITIES, DAMAGES, PENALTIES, LIABILITIES AND EXPENSES OF ANY KIND CLAIMS OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), DAMAGES TO WHICH ANY OF THEM MAY BECOME SUBJECT, INSOFAR AS SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT LOSSES, LIABILITIES, CLAIMS OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING DAMAGES ARISE OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) RESULT FROM (I) THE EXECUTION OR DELIVERY OF THIS SECURITY AGREEMENT, ANY LOAN DOCUMENT, OTHER CREDIT DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR, IN THE CASE OF THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF) AND ITS RELATED PARTIES ONLY, THE ADMINISTRATION OF THIS SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, (II) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OR ANY AFFILIATE OF THE BORROWER OF THE PROCEEDS OF ANY ADVANCE OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE BREACH BY ANY GRANTOR OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER PROVISION OF THIS SECURITY AGREEMENT OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIMEOTHER CREDIT DOCUMENT, (IV) ANY ACTUAL ENVIRONMENTAL CLAIM OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR PROCEEDING RELATING TO ANY THE PRESENT OR PREVIOUSLY-OWNED OR OPERATED PROPERTIES, OR THE OPERATIONS OR BUSINESS, OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOFOF ITS SUBSIDIARIES, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER INCLUDING ANY THREATENED INVESTIGATION OR NOT PROCEEDING) RELATING TO THE COLLATERAL AGENTFOREGOING, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOFGRANTORS SHALL REIMBURSE THE INDEMNITEES UPON DEMAND FOR ANY REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING LEGAL FEES) INCURRED IN CONNECTION WITH ANY SUCH LOSSES, ARISING OUT OF LIABILITIES, CLAIMS, DAMAGES, INVESTIGATION, LITIGATION, ENVIRONMENTAL CLAIM OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENTREQUIREMENT, OR OTHER PROCEEDING; AND EXPRESSLY INCLUDING ANY DOCUMENTS CONTEMPLATED BY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISINGEXPENSE INCURRED, IN WHOLE OR IN PART, OUT BY REASON OF THE COMPARATIVEPERSON BEING INDEMNIFIED’S SOLE OR CONTRIBUTORY, CONTRIBUTORY ACTIVE OR SOLE POSSESSIVE, IMPUTED, JOINT OR TECHNICAL NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO BUT EXCLUDING ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, LIABILITIES DAMAGES OR RELATED EXPENSES ARE DETERMINED FOUND BY A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEETHE PERSON TO BE INDEMNIFIED. The foregoing indemnity shall be effective whether or not such losses, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENTliabilities, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened claims or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained damages result from being taken claims asserted by any Indemnitee other Credit Party, any affiliate thereof, any equityholder or creditor of a Credit Party or any Person that benefits from the foregoing indemnity and whether or not any such Person benefiting from the foregoing indemnity is otherwise a party to any investigation, litigation or proceeding. All amounts due under this Section 6.3(a) shall be payable not later than the execution of the related settlement agreement, if any30 days after demand therefor. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,. (c) Each Grantor will upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Administrative Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iiiii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal counsel or any of the Secured Parties hereunder, or (iviii) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO DEBTOR AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS (WHICH SHALL BE PAYABLE FROM TIME TO TIME ON DEMAND) THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED OTHER SECURED PARTIES (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING REASONABLE ATTORNEYS' FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ) ARISING OUT OF OR IN CONNECTION WITH OR BY REASON RESULTING FROM THIS AGREEMENT (INCLUDING ENFORCEMENT OF (INCLUDINGTHIS AGREEMENT), WITHOUT LIMITATIONEXPRESSLY INCLUDING SUCH CLAIMS, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONLOSSES, OR PROCEEDING OR PREPARATION LIABILITIES ARISING OUT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION MERE NEGLIGENCE OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT COLLATERAL AGENT OR ANY OTHER THEORYSECURED PARTY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, EXCEPT CLAIMS, DAMAGES, LOSSES OR LIABILITIES OR RELATED EXPENSES ARE AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED SOLELY FROM THE COLLATERAL AGENT'S OR ANY SECURED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT, BUT EXCLUDING (I) ANY CLAIM OR LIABILITY THAT ARISES AS A DIRECT RESULT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OPERATION OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN COLLATERAL BY THE COLLATERAL AGENT OR ANY OF THE OTHER SECURED PARTIES AFTER TAKING POSSESSION THEREOF BY FORECLOSURE OR BY TRANSFER IN ITS ROLE AS SUCH) TO THE EXTENT LIEU OF FORECLOSURE (PROVIDED THAT SUCH DISPUTE CLAIM OR LIABILITY DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED RELATE TO ANY ACT, OMISSION CONDITION EXISTING ON OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such IndemniteeSUCH COLLATERAL PRIOR TO FORECLOSURE OR TRANSFER IN LIEU OF FORECLOSURE), (yII) does not include any statement as to or an admission of faultMATTERS RAISED EXCLUSIVELY BY A PARTICIPANT AGAINST THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY, culpability or failure to act by or on behalf of any Indemnitee, and AND (zIII) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyMATTERS RAISED BY ONE LENDER AGAINST A LENDER OR BY ANY SHAREHOLDERS OF A LENDER AGAINST A LENDER OR ITS MANAGEMENT. (b) Other than as set forth in clause (c) below, each Grantor The Debtor will within 30 days of invoice upon demand pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-of- pocket expenses, including the reasonable fees and disbursements of its counsels counsel and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement and Agreement, (ii) the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor the Debtor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION LIMITING THE GENERALITY OF ANY RELATED THE PROVISIONS IN OF SECTION 9.2 OF THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO HEREBY AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL ADMINISTRATIVE AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT SECURED PARTY AND EACH OF THEIR RESPECTIVE RELATED PARTIES OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS (EACHANY OF THE FOREGOING BEING, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIESLOSSES, LIABILITIES LIABILITIES, COSTS, AND EXPENSES OF ANY KIND OR NATURE (INCLUDING INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR ) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF)INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT), OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBYTHIS SECURITY AGREEMENT, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION CREDIT DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE HEREIN OR THE USE ACTUAL OR PROPOSED USE OF THE PROCEEDS THEREFROMOF THE EXTENSIONS OF CREDIT, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ONINCLUDING SUCH INDEMNITEE’S OWN NEGLIGENCE, ATEXCEPT TO THE EXTENT SUCH CLAIM, UNDER OR FROM ANY PROPERTY OWNEDDAMAGE, LEASED OR OPERATED BY HOLDINGSLOSS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOFLIABILITY, COST, OR ANY ENVIRONMENTAL CLAIM RELATED EXPENSE IS FOUND IN ANY WAY TO HOLDINGSA FINAL, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT NON-APPEALABLE JUDGMENT BY A THIRD PARTY COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR BY HOLDINGS, WILLFUL MISCONDUCT. IN THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS CASE OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING (TO WHICH THE INDEMNITY IN THIS SECTION 6.3 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY CREDIT PARTY, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNITEE OR ANY OTHER PERSON OR ANY INDEMNITEE IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyCONSUMMATED. (b) Other than as set forth in clause (c) belowbelow and for any limitations provided in the Credit Agreement, each Grantor will within 30 days of invoice upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees and disbursements out-of-pocket expenses of its counsels and of any experts and agentscounsel, which the Collateral Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,. (c) Each Grantor will upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all documented out-of-pocket costs expenses, including the fees and disbursements expense of its counsels outside counsel and of any experts and agentsoutside counsel of each Lender, which the Collateral Administrative Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iiiii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal counsel or any of the Secured Parties hereunder, or (iviii) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”WHICH SHALL BE PAYABLE FROM TIME TO TIME ON DEMAND) SECURED LENDERS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES) GROWING OUT OF OR RESULTING FROM THIS AGREEMENT (INCLUDING ENFORCEMENT OF THIS AGREEMENT), EXPRESSLY INCLUDING SUCH CLAIMS, DAMAGESLOSSES, PENALTIES, OR LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON MERE NEGLIGENCE OF (INCLUDINGANY SECURED PARTY, WITHOUT LIMITATIONEXCEPT CLAIMS, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONLOSSES, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR LIABILITIES RESULTING FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, SECURED LENDER’S (IVi) 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 HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, OR (Bii) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING ITS OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyHEREUNDER. (b) Other than as set forth in clause THE GRANTOR WILL UPON DEMAND PAY TO ADMINISTRATIVE AGENT (cAND EACH SUB-AGENT THEREOF) belowAND THEIR RESPECTIVE RELATED PARTIES THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented outINCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH ADMINISTRATIVE AGENT (AND EACH SUB-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,AGENT THEREOF) AND THEIR RESPECTIVE RELATED PARTIES MAY INCUR IN CONNECTION WITH THE ADMINISTRATION OF THIS AGREEMENT. (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented outTHE GRANTOR WILL UPON DEMAND PAY TO ADMINISTRATIVE AGENT (AND EACH SUB-ofAGENT THEREOF), EACH OTHER SECURED LENDER AND THEIR RESPECTIVE RELATED PARTIES THE AMOUNT OF ANY AND ALL EXPENSES, INCLUDING THE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH ADMINISTRATIVE AGENT (AND EACH SUB-pocket expensesAGENT THEREOF), including the fees and disbursements of its counsels and of any experts and agentsSUCH OTHER SECURED LENDER AND THEIR RESPECTIVE RELATED PARTIES MAY INCUR IN CONNECTION WITH (I) THE CUSTODY, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiationsPRESERVATION, legal proceedings or otherwise) of this Security AgreementUSE OR OPERATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL, (iiII) the sale ofTHE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF ANY SECURED LENDER HEREUNDER, collection from, or other realization upon, any of the Collateral, OR (iiiIII) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit AgreementTHE FAILURE BY GRANTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL ADMINISTRATIVE AGENT, THE ISSUING LENDER, EACH LENDER, THE ADMINISTRATIVE AGENT EACH LENDER SWAP COUNTERPARTY AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, ANY HEDGE CONTRACT WITH ANY LENDER SWAP COUNTERPARTY, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROMTHEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING LENDER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL ADMINISTRATIVE AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT ANY LENDER SWAP COUNTERPARTY IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, ANY HEDGE CONTRACT WITH ANY LENDER SWAP COUNTERPARTIES, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any.WILLFUL (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Administrative Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION EACH PLEDGOR WILL UPON DEMAND PAY TO SECURED PARTY THE AMOUNT OF ANY RELATED AND ALL REASONABLE EXPENSES, INCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH SECURED PARTY MAY INCUR IN CONNECTION WITH (I) THE CUSTODY, PRESERVATION, USE OR OPERATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL, (II) THE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF SECURED PARTY HEREUNDER, OR (III) THE FAILURE BY SUCH PLEDGOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF. (b) EACH PLEDGOR WILL UPON DEMAND PAY TO SECURED PARTY THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, INCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH SECURED PARTY OR SUCH CREDITOR MAY INCUR IN CONNECTION WITH THE CREDIT ADMINISTRATION OF THIS AGREEMENT. (c) EACH PLEDGOR SHALL INDEMNIFY SECURED PARTY (AND ANY AGENT THEREOF), EACH GRANTOR PARTY HERETO AGREES TOCREDITOR, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS EACH RELATED PARTY OF ANY OF THE COLLATERAL AGENT, FOREGOING PERSONS (EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, SUCH PERSON BEING CALLED AN “INDEMNITEE”) FROM AGAINST, AND AGAINST HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES OF ANY KIND OR NATURE (INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY ANY INDEMNITEE OR ASSERTED OR AWARDED AGAINST SUCH ANY INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY THIRD PARTY OR BY SUCH PLEDGOR OR ANY AFFILIATE THEREOF), IN EACH CASE OTHER LOAN PARTY ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATIONOF, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONWITH, OR PROCEEDING OR PREPARATION AS A RESULT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ADMINISTRATION OF THIS AGREEMENT, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER ON OR FROM ANY PROPERTY OWNED, LEASED OWNED OR OPERATED BY HOLDINGS, THE BORROWER SUCH PLEDGOR OR ANY SUBSIDIARY OR AFFILIATE THEREOFOF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL CLAIM LIABILITY RELATED IN ANY WAY TO HOLDINGS, THE BORROWER SUCH PLEDGOR OR ANY SUBSIDIARY OF ITS SUBSIDIARIES, OR AFFILIATE THEREOF AT ANY TIME, (IVIII) 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 HOLDINGS, THE BORROWER SUCH PLEDGOR OR ANY SUBSIDIARY OR AFFILIATE THEREOFOTHER LOAN PARTY, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION LIMITING THE GENERALITY OF ANY RELATED THE PROVISIONS IN OF SECTION 9.2 OF THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO HEREBY AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL ADMINISTRATIVE AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT SECURED PARTY AND EACH OF THEIR RESPECTIVE RELATED PARTIES OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS (EACHANY OF THE FOREGOING BEING, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIESLOSSES, LIABILITIES LIABILITIES, COSTS, AND EXPENSES OF ANY KIND OR NATURE (INCLUDING INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR ) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF)INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT), OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBYTHIS SECURITY AGREEMENT, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION CREDIT DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE HEREIN OR THE USE ACTUAL OR PROPOSED USE OF THE PROCEEDS THEREFROMOF THE ADVANCES, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ONINCLUDING SUCH INDEMNITEE’S OWN NEGLIGENCE, ATEXCEPT TO THE EXTENT SUCH CLAIM, UNDER OR FROM ANY PROPERTY OWNEDDAMAGE, LEASED OR OPERATED BY HOLDINGSLOSS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOFLIABILITY, COST, OR ANY ENVIRONMENTAL CLAIM RELATED EXPENSE IS FOUND IN ANY WAY TO HOLDINGSA FINAL, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT NON-APPEALABLE JUDGMENT BY A THIRD PARTY COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR BY HOLDINGS, WILLFUL MISCONDUCT. IN THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS CASE OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING (TO WHICH THE INDEMNITY IN THIS SECTION 6.3 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY CREDIT PARTY, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNITEE OR ANY OTHER PERSON OR ANY INDEMNITEE IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (ARE CONSUMMATED. THE FOREGOING INDEMNITY AND IN ALL CASES, WHETHER OR HOLD HARMLESS SHALL NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS APPLY TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES LOSSES, LIABILITIES, COSTS OR RELATED EXPENSES ARE DETERMINED THAT IS INCURRED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER ASSERTED OR AWARDED AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENTDIRECTLY FOR, OR (C) ARE ON ACCOUNT OF AS A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any.DIRECT (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees and disbursements out-of-pocket expenses of its counsels and of any experts and agentscounsel, which the Collateral Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,. (c) Each Grantor will upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all documented out-of-pocket costs expenses, including the fees and disbursements expense of its counsels outside counsel and of any experts and agentsoutside counsel of each Lender, which the Collateral Administrative Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iiiii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal counsel or any of the Secured Parties hereunder, or (iviii) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION EACH GRANTOR SHALL INDEMNIFY ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), EACH SECURED PARTY AND EACH RELATED PARTY OF ANY RELATED PROVISIONS IN OF THE CREDIT AGREEMENT, FOREGOING PERSONS (EACH GRANTOR PARTY HERETO AGREES TOSUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND DOES HEREBYHOLD EACH INDEMNITEE HARMLESS FROM, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES OF ANY KIND OR NATURE (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH AND SHALL INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT FROM ALL FEES AND TIME CHARGES AND DISBURSEMENTS FOR ATTORNEYS WHO MAY BE EMPLOYEES OF ANY INDEMNITEE, INCURRED BY ANY INDEMNITEE OR ASSERTED OR AWARDED AGAINST SUCH ANY INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, THIRD PARTY OR BY ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE GRANTOR ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATIONOF, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONWITH, OR PROCEEDING OR PREPARATION OF AS A DEFENSE IN CONNECTION THEREWITH) RESULT OF: (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, ANY LENDER HEDGING CONTRACT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, , (II) ANY ADVANCE LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, OR (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOFGRANTOR, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (. THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) SUCH LIABILITIES AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR COSTS ARE IN ANY WAY CONNECTED WITH THE ADVANCES, OR TO ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISINGEXTENT OWED, IN WHOLE OR IN PART, OUT UNDER ANY CLAIM OR THEORY OF THE COMPARATIVESTRICT LIABILITY OR CAUSED, CONTRIBUTORY IN WHOLE OR SOLE NEGLIGENCE IN PART BY ANY NEGLIGENT ACT OR OMISSION OF SUCH ANY KIND BY ANY INDEMNITEE); , PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM INDEMNITEE OR IF A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF GRANTOR HAS OBTAINED A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT FINAL AND NON-APPEALABLE JUDGMENT IN ITS ROLE FAVOR ON SUCH CLAIM AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED DETERMINED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyA COURT OF COMPETENT JURISDICTION. (b) Other than as set forth in clause (c) below, each Each Grantor will within 30 days of invoice upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements expenses of its counsels counsel and of any experts and agents, which that the Collateral Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with with: (i) the administration of this Security Agreement and Agreement, (ii) the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, from or other realization upon, any of the Collateral, Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal counsel or any of the other Secured Parties hereunder, or hereunder or (iv) the failure by any such Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION DEBTOR WILL UPON DEMAND PAY TO SECURED PARTY AND EACH SECURED CREDITOR THE AMOUNT OF ANY RELATED AND ALL EXPENSES, INCLUDING THE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH SECURED PARTY OR SUCH SECURED CREDITOR MAY INCUR IN CONNECTION WITH (I) THE CUSTODY, PRESERVATION, USE OR OPERATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL, (II) THE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF SECURED PARTY OR ANY SECURED CREDITOR HEREUNDER, OR (III) THE FAILURE BY DEBTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF. (b) DEBTOR WILL UPON DEMAND PAY TO SECURED PARTY AND EACH SECURED CREDITOR THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, INCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH SECURED PARTY OR SUCH SECURED CREDITOR MAY INCUR IN CONNECTION WITH THE CREDIT ADMINISTRATION OF THIS AGREEMENT, EACH GRANTOR . (c) DEBTOR SHALL INDEMNIFY SECURED PARTY HERETO AGREES TOAND SECURED CREDITORS, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS EACH RELATED PARTY OF ANY OF THE COLLATERAL AGENT, FOREGOING PERSONS (EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, SUCH PERSON BEING CALLED AN “INDEMNITEE”) FROM AGAINST, AND AGAINST ANY HOLD EACH INDEMNITEE HARMLESS FROM, AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES OF ANY KIND OR NATURE (INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY ANY INDEMNITEE OR ASSERTED OR AWARDED AGAINST SUCH ANY INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY THIRD PARTY OR BY DEBTOR OR ANY AFFILIATE THEREOF), IN EACH CASE OTHER LOAN PARTY ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATIONOF, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONWITH, OR PROCEEDING OR PREPARATION AS A RESULT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR, IN THE CASE OF SECURED PARTY (IIAND ANY SUB-AGENT THEREOF) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGSAND ITS RELATED PARTIES ONLY, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY ADMINISTRATION OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) THIS AGREEMENT AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY OTHER LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyDOCUMENTS. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION LIMITING THE GENERALITY OF ANY RELATED THE PROVISIONS IN OF SECTION 9.2 OF THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO HEREBY AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL ADMINISTRATIVE AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT SECURED PARTY AND EACH OF THEIR RESPECTIVE RELATED PARTIES OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS (EACHANY OF THE FOREGOING BEING, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIESLOSSES, LIABILITIES LIABILITIES, COSTS, AND EXPENSES OF ANY KIND OR NATURE (INCLUDING INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR ) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF)INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT), OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBYTHIS SECURITY AGREEMENT, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION CREDIT DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE HEREIN OR THE USE ACTUAL OR PROPOSED USE OF THE PROCEEDS THEREFROMOF THE ADVANCES, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ONINCLUDING SUCH INDEMNITEE’S OWN NEGLIGENCE, ATEXCEPT TO THE EXTENT SUCH CLAIM, UNDER OR FROM ANY PROPERTY OWNEDDAMAGE, LEASED OR OPERATED BY HOLDINGSLOSS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOFLIABILITY, COST, OR ANY ENVIRONMENTAL CLAIM RELATED EXPENSE IS FOUND IN ANY WAY TO HOLDINGSA FINAL, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT NON-APPEALABLE JUDGMENT BY A THIRD PARTY COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR BY HOLDINGS, WILLFUL MISCONDUCT. IN THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS CASE OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING (TO WHICH THE INDEMNITY IN THIS SECTION 6.3 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY CREDIT PARTY, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNITEE OR ANY OTHER PERSON OR ANY INDEMNITEE IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (ARE CONSUMMATED. THE FOREGOING INDEMNITY AND IN ALL CASES, WHETHER OR HOLD HARMLESS SHALL NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS APPLY TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES LOSSES, LIABILITIES, COSTS OR RELATED EXPENSES ARE DETERMINED THAT IS INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE DIRECTLY FOR, OR AS A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT DIRECT CONSEQUENCE OF, SUCH INDEMNITEE BEING A DEFAULTING LENDER UNDER CLAUSE (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT OF THE DEFINITION OF “DEFAULTING LENDER”, WHETHER ASSERTED BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OFPARTY, THE BORROWERADMINISTRATIVE AGENT, ANY GRANTOR THE ISSUING LENDER OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyTHE SWING LINE LENDER. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees and disbursements out-of-pocket expenses of its counsels and of any experts and agentscounsel, which the Collateral Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral,. (c) Each Grantor will upon demand pay to the Collateral Administrative Agent and any legal counsel the amount of any and all documented out-of-pocket costs expenses, including the fees and disbursements expense of its counsels outside counsel and of any experts and agentsoutside counsel of each Lender, which the Collateral Administrative Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iiiii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent and any legal counsel or any of the Secured Parties hereunder, or (iviii) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, HEREBY INDEMNIFIES AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HOLDS HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (EACH, AN THE “INDEMNITEEINDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH RESULTING FROM THIS SECURITY AGREEMENT OR BY REASON OF ANY OTHER CREDIT DOCUMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION ENFORCEMENT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMSTHIS SECURITY AGREEMENT), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, EXCEPT CLAIMS, DAMAGESLOSSES OR LIABILITIES THAT ARE FOUND IN A FINAL, LIABILITIES OR RELATED EXPENSES ARE DETERMINED NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE SUCH INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE PARTIES HERETO THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES ITS OWN NEGLIGENCE (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH DISPUTE DOES NOT INVOLVE AND Pledge NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. If and Security Agreement IS NOT RELATED TO ANY ACTto the extent that the foregoing undertaking may be unenforceable for any reason, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without hereby agrees to make the prior written consent maximum contribution to the payment and satisfaction of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyforegoing which is permissible under applicable law. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Finance Documents: (aA) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR ASSIGNORS WILL INDEMNIFY SECURED PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON RESULTING FROM THIS AGREEMENT (INCLUDING ENFORCEMENT OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOINGTHIS AGREEMENT), WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOFASSIGNORS, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH THE INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (AX) TO HAVE RESULTED RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, INDEMNITEE OR (BY) TO HAVE RESULTED RESULT FROM A CLAIM BROUGHT BY THE BORROWER ASSIGNORS AGAINST ANY AN INDEMNITEE OF ANY MATERIAL FOR BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS HEREUNDER OR UNDER ANY OTHER FINANCE DOCUMENT, IF SUCH ASSIGNOR HAS OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. (B) ASSIGNORS WILL UPON DEMAND PAY TO SECURED PARTY THE CREDIT AMOUNT OF ANY AND ALL REASONABLE COSTS AND EXPENSES, INCLUDING THE FEES AND DISBURSEMENTS OF SECURED PARTY’S COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH SECURED PARTY MAY INCUR IN CONNECTION WITH (A) THE TRANSACTIONS WHICH GIVE RISE TO THIS AGREEMENT, OR (B) THE PREPARATION OF THIS AGREEMENT AND THE PERFECTION AND PRESERVATION OF THIS SECURITY INTEREST CREATED UNDER THIS AGREEMENT, (C) ARE ON ACCOUNT THE ADMINISTRATION OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES THIS AGREEMENT; (OTHER THAN D) THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACTCUSTODY, OMISSION PRESERVATION, USE OR REPRESENTATION ON THE PART OPERATION OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF THE SALE OF, THE BORROWERCOLLECTION FROM, OR OTHER REALIZATION UPON, ANY GRANTOR INTELLECTUAL PROPERTY COLLATERAL; (E) THE EXERCISE OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT ENFORCEMENT OF ANY OF THE RIGHTS OF SECURED PARTY HEREUNDER; OR (F) THE FAILURE BY ASSIGNORS TO TAXES OTHER THAN PERFORM OR OBSERVE ANY TAXES THAT REPRESENT LOSSESOF THE PROVISIONS HEREOF, CLAIMS, DAMAGES, ETC. ARISING EXCEPT EXPENSES RESULTING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anySECURED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION EACH DEBTOR WILL WITHIN FIVE BUSINESS DAYS AFTER DEMAND PAY TO SECURED PARTY AND EACH CREDITOR THE AMOUNT OF ANY RELATED AND ALL REASONABLE EXPENSES, INCLUDING THE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH SECURED PARTY OR SUCH CREDITOR MAY INCUR IN CONNECTION WITH (I) THE CUSTODY, PRESERVATION, USE OR OPERATION OF, OR, IF AN EVENT OF DEFAULT EXISTS, THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL, (II) THE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF SECURED PARTY OR ANY CREDITOR HEREUNDER, OR (III) THE FAILURE BY SUCH DEBTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF. (b) EACH DEBTOR WILL WITHIN FIVE BUSINESS DAYS AFTER DEMAND PAY TO SECURED PARTY AND EACH CREDITOR THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, INCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH SECURED PARTY OR SUCH CREDITOR MAY INCUR IN CONNECTION WITH THE CREDIT ADMINISTRATION OF THIS AGREEMENT. (c) EACH DEBTOR SHALL INDEMNIFY SECURED PARTY (AND ANY AGENT THEREOF), EACH GRANTOR PARTY HERETO AGREES TOCREDITOR, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS EACH RELATED PARTY OF ANY OF THE COLLATERAL AGENT, FOREGOING PERSONS (EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, SUCH PERSON BEING CALLED AN “INDEMNITEE”) FROM AGAINST, AND AGAINST HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES OF ANY KIND OR NATURE (INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT OR THAT MAY BE INCURRED BY ANY INDEMNITEE OR ASSERTED OR AWARDED AGAINST SUCH ANY INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, THIRD PARTY OR BY ANY SUBSIDIARY DEBTOR OR ANY AFFILIATE THEREOF), IN EACH CASE OTHER LOAN PARTY ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATIONOF, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONWITH, OR PROCEEDING OR PREPARATION AS A RESULT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ADMINISTRATION OF THIS AGREEMENT, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER ON OR FROM ANY PROPERTY OWNED, LEASED OWNED OR OPERATED BY HOLDINGS, THE BORROWER ANY DEBTOR OR ANY SUBSIDIARY OR AFFILIATE THEREOFOF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL CLAIM LIABILITY RELATED IN ANY WAY TO HOLDINGS, THE BORROWER DEBTOR OR ANY SUBSIDIARY OF ITS SUBSIDIARIES, OR AFFILIATE THEREOF AT ANY TIME, (IVIII) 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 HOLDINGS, THE BORROWER ANY DEBTOR OR ANY SUBSIDIARY OR AFFILIATE THEREOFOTHER LOAN PARTY, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH THE INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE NONAPPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT AND ANY SATISFACTION AND DISCHARGE OF EACH DEBTOR BY THE BORROWER AGAINST ANY INDEMNITEE VIRTUE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENTPAYMENT, COURT ORDER, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if anyLAW. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF OTHER SECURED PARTY AND THEIR RESPECTIVE RELATED PARTIES DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACHCOLLECTIVELY, AN THE “INDEMNITEEINDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING REASONABLE ATTORNEYS’ FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT ) ARISING OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF RESULTING FROM THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION ENFORCEMENT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMSTHIS AGREEMENT), INVESTIGATIONEXPRESSLY INCLUDING SUCH CLAIMS, LITIGATION LOSSES OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, LIABILITIES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISINGRESULTING FROM, IN WHOLE OR IN PART, OUT NEGLIGENCE OR STRICT LIABILITY OF THE COMPARATIVEANY INDEMNIFIED PARTY, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, EXCEPT CLAIMS, DAMAGES, LOSSES OR LIABILITIES OR RELATED EXPENSES ARE AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE SUCH INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT, BUT EXCLUDING (i) ANY CLAIM OR LIABILITY THAT ARISES AS A DIRECT RESULT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OPERATION OF ANY MATERIAL BREACH COLLATERAL BY ANY INDEMNIFIED PARTY AFTER TAKING POSSESSION THEREOF BY FORECLOSURE OR BY TRANSFER IN BAD FAITH LIEU OF FORECLOSURE (PROVIDED THAT SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENTCLAIM OR LIABILITY DOES NOT RELATE TO ANY CONDITION EXISTING ON OR WITH RESPECT TO SUCH COLLATERAL PRIOR TO FORECLOSURE OR TRANSFER IN LIEU OF FORECLOSURE), OR AND (Cii) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN MATTERS RAISED EXCLUSIVELY BY ANY SECURED PARTY AGAINST THE COLLATERAL AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OFOTHER SECURED PARTY. The Grantors will, THE BORROWERjointly and severally, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any. (b) Other than as set forth in clause (c) below, each Grantor will within 30 days of invoice upon demand pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements expenses of its counsels counsel and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement and Agreement, (ii) the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, hereunder or (iv) the failure by any Grantor the Grantors to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO DEBTOR AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) OTHER SECURED PARTY FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING REASONABLE ATTORNEYS' FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT ) ARISING OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF RESULTING FROM THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATIONENFORCEMENT OF THIS AGREEMENT), LITIGATIONEXPRESSLY INCLUDING SUCH CLAIMS, LOSSES OR PROCEEDING OR PREPARATION LIABILITIES ARISING OUT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION MERE NEGLIGENCE OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT COLLATERAL AGENT OR ANY OTHER THEORYSECURED PARTY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, EXCEPT CLAIMS, DAMAGES, LOSSES OR LIABILITIES OR RELATED EXPENSES ARE AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE COLLATERAL AGENT'S OR ANY OTHER SECURED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT, BUT EXCLUDING (I) ANY CLAIM OR LIABILITY THAT ARISES AS A DIRECT RESULT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OPERATION OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN COLLATERAL BY THE COLLATERAL AGENT OR ANY OF THE OTHER SECURED PARTIES AFTER TAKING POSSESSION THEREOF BY FORECLOSURE OR BY TRANSFER IN ITS ROLE AS SUCH) TO THE EXTENT LIEU OF FORECLOSURE (PROVIDED THAT SUCH DISPUTE CLAIM OR LIABILITY DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED RELATE TO ANY ACT, OMISSION CONDITION EXISTING ON OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such IndemniteeSUCH COLLATERAL PRIOR TO FORECLOSURE OR TRANSFER IN LIEU OF FORECLOSURE), (yII) does not include any statement as to or an admission of faultMATTERS RAISED EXCLUSIVELY BY A PARTICIPANT AGAINST THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any.AND (b) Other than as set forth in clause (c) below, each Grantor The Debtor will within 30 days of invoice upon demand pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-of- pocket expenses, including the reasonable fees and disbursements expenses of its counsels counsel and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement and Agreement, (ii) the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, hereunder or (iv) the failure by any Grantor the Debtor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.

Indemnity and Expenses. (a) WITHOUT DUPLICATION OF ANY RELATED PROVISIONS IN THE CREDIT AGREEMENT, EACH GRANTOR PARTY HERETO DEBTOR AGREES TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) OTHER SECURED PARTY FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LOSSES AND LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING REASONABLE ATTORNEYS' FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY Pledge and Security Agreement BECOME SUBJECT ) ARISING OR THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING HOLDINGS, THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF RESULTING FROM THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATIONENFORCEMENT OF THIS AGREEMENT), LITIGATIONEXPRESSLY INCLUDING SUCH CLAIMS, LOSSES OR PROCEEDING OR PREPARATION LIABILITIES ARISING OUT OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION MERE NEGLIGENCE OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT COLLATERAL AGENT OR ANY OTHER THEORYSECURED PARTY, WHETHER BROUGHT BY A THIRD PARTY OR BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE COLLATERAL AGENT, ANY LENDER OR THE ADMINISTRATIVE AGENT IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, EXCEPT CLAIMS, DAMAGES, LOSSES OR LIABILITIES OR RELATED EXPENSES ARE AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED FROM THE COLLATERAL AGENT'S OR ANY OTHER SECURED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT, BUT EXCLUDING (i) ANY CLAIM OR LIABILITY THAT ARISES AS A DIRECT RESULT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OPERATION OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN COLLATERAL BY THE COLLATERAL AGENT OR ANY OF THE OTHER SECURED PARTIES AFTER TAKING POSSESSION THEREOF BY FORECLOSURE OR BY TRANSFER IN ITS ROLE AS SUCH) TO THE EXTENT LIEU OF FORECLOSURE (PROVIDED THAT SUCH DISPUTE CLAIM OR LIABILITY DOES NOT INVOLVE AND Pledge and Security Agreement IS NOT RELATED RELATE TO ANY ACT, OMISSION CONDITION EXISTING ON OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GRANTOR OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Grantor shall, without the prior written consent of each Indemnitee affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such IndemniteeSUCH COLLATERAL PRIOR TO FORECLOSURE OR TRANSFER IN LIEU OF FORECLOSURE), (yii) does not include any statement as to or an admission of faultMATTERS RAISED EXCLUSIVELY BY A PARTICIPANT AGAINST THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY, culpability or failure to act by or on behalf of any Indemnitee, and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee other than the execution of the related settlement agreement, if any.AND (b) Other than as set forth in clause (c) below, each Grantor The Debtor will within 30 days of invoice upon demand pay to the Collateral Agent and any legal counsel the amount of any and all reasonable and documented out-of-of- pocket expenses, including the reasonable fees and disbursements expenses of its counsels counsel and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement and Agreement, (ii) the custody, preservation, use or operation of, any of the Collateral, (c) Each Grantor will upon demand pay to the Collateral Agent and any legal counsel the amount of any and all documented out-of-pocket expenses, including the fees and disbursements of its counsels and of any experts and agents, which the Collateral Agent and any legal counsel may incur in connection (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Security Agreement, (ii) the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and any legal counsel or any of the Secured Parties hereunder, hereunder or (iv) the failure by any Grantor the Debtor to perform or observe any of the provisions hereof, in each case, subject to the limitations that may be provided in Section 9.01 of the Credit Agreement.