Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) Each Credit Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party agrees Grantors jointly and severally agree to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the each Secured Parties Party, including each Lender, each Other Permitted Credit Exposure Holder, each holder of Permitted Secured Debt and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Permitted Secured Debt Representative from and against, and shall pay, against any and all claims, damageslosses and liabilities in any way relating to, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or and the other Security Documents, or transactions contemplated hereby (ii) as a result of the execution or delivery including without limitation enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damagelosses or liabilities result solely from Collateral Agent’s or such Secured Party’s, lossLender’s, liability Other Permitted Credit Exposure Holder’s or expense is found in a final, nonappealable judgment Permitted Secured Debt Representative’s or holder’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction or from any failure on the part of Collateral Agent to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of file any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, continuation statements with respect to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementCollateral. (b) Each Credit Party will Grantors jointly and severally agree to pay to the Collateral Agent upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party any Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to obligations of Grantors in this Agreement Section 19 shall (i) survive the expiration, cancellation, termination or modification of this Agreement or and the discharge of Grantors’ other Security obligations under this Agreement, the Other Permitted Credit Exposure Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties Credit Agreement and the provision of other Loan Documents and (ii), as to any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand Grantor that is a party to the Company thereforSubsidiary Guaranty, be subject to the provisions thereof regarding contribution among such Grantors.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Loan Documents: (a) Each Credit Party agrees to Grantor will indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party, each other Beneficiary and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) any agent appointed pursuant to Section 6.9 from and against, and shall pay, any and against all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE OR STRICT LIABILITY, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such indemnified party’s individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Grantor will upon demand pay to the Collateral Agent Secured Party the amount of any all costs and all reasonable out-of-pocket expenses, including the reasonable fees and expenses disbursements of the Secured Party’s counsel (that are not employees of the Secured Party or any of its counsel Affiliates) and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with with: (i) the transactions that give rise to this Agreement; (ii) the preparation of this Agreement and the perfection and preservation of this security interest created under this Agreement; or (iii) the administration of this Agreement Agreement. (c) Grantor will upon demand pay to the Secured Party the amount of all costs and expenses, including the other Security Documentsfees and disbursements of the Secured Party’s counsel (that are not employees of the Secured Party or any of its Affiliates) and of any experts and agents, that the Secured Party may incur in connection with: (iii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiii) the exercise or enforcement of any right of the rights of the Collateral Agent or any other Secured Party hereunder, or ; or (iviii) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Pledgor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Trustee and each of their Affiliates and their respective its officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from an Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Pledgor will upon demand pay to the Collateral Agent Trustee the amount of any and all reasonable out-of-pocket expensesexpenses documented in customary detail, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agentsagents documented in customary detail, that the Collateral Agent Trustee may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservationcustody or preservation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyPledgor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent Trustee or any the other Secured Party hereunder, holders of Parity Lien Obligations hereunder or (iv) the failure by such Credit Party Pledgor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense (x) arises from a dispute that does not involve any action or omission of such Grantor or any of its Affiliates and is solely among the Indemnified Parties (other than in connection with such parties acting in its capacity as the Collateral Agent) or (y) is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any by the Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementParty. (b) Each Credit Party Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel (provided that fees and expenses of counsel shall be limited to one counsel, plus one local counsel in any relevant jurisdiction) and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a5.01( ) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a5.01( ) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 5.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Without prejudice to any other rights or remedies of the Collateral Agent under any of the other Note Documents, the Pledgor agrees to indemnify (without duplication)indemnify, defend and save defend, protect and hold harmless each of the Collateral Agent, the Depository Bank Agent (in its individual capacity and as Collateral Agent for the Secured Parties Creditors) and each of their Affiliates and their respective its officers, directors, employees, directors and agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all loss, damage, claims, damagesliability, lossescost or expense (including, liabilities and expenses (including without limitation, the reasonable fees and expenses of counselexpenses) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from an Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party will pay Without prejudice to any other rights or remedies of the Collateral Agent under any of the amount of any and other Note Documents, the Pledgor will, upon demand, reimburse the Collateral Agent for all reasonable out-of-pocket expensesexpenses incurred or made by it, including its agents, counsel, accountants and experts (including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur expenses) in connection with (i) the administration transactions which give rise to this Agreement, the preparation of this Agreement and the other Security Documentsadministration of this Agreement, (ii) the custodycustody or preservation of, preservationuse or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Partythe Pledgor, or (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party Creditors hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Party agrees to indemnify DEBTOR WILL INDEMNIFY SECURED PARTY AND EACH LENDER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES GROWING OUT OF OR RESULTING FROM THIS AGREEMENT (without duplicationINCLUDING ENFORCEMENT OF THIS AGREEMENT), defend and save and hold harmless each of the Collateral AgentWHETHER OR NOT SUCH CLAIMS, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officersLOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, directorsEXCEPT TO THE EXTENT SUCH CLAIMS, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementLOSSES OR LIABILITIES ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PARTY'S INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party's individual gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. Pledgor agrees: (a) Each Credit Party agrees to To indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective its directors, officers, directors, employees, agents and advisors (each, an “Indemnified Party”) affiliates from and against, and shall pay, against any and all claims, damages, demands, losses, obligations, judgments and liabilities and expenses (including including, without limitation, reasonable attorneys’ fees and expenses of counselexpenses) that may be incurred by or asserted or awarded against in any Indemnified Party, in each case way arising out of or in connection with (i) this Agreement or the other Security DocumentsSecured Obligations, or (ii) except to the extent the same shall arise as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended the party seeking to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligationsbe indemnified; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement.and (b) Each Credit To pay and reimburse Secured Party will pay to the Collateral Agent the amount of any and upon demand for all reasonable out-of-pocket expensescosts and expenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservationuse or preservation of, or the sale of, collection from or other realization upon, any of the Collateral Collateral, including the reasonable expenses of such Credit Partyre-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder, under the Credit Agreement, or under any of the rights of the Collateral Agent other Credit Documents or any other Secured Party hereunderotherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by such Credit Party Pledgor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) hereof. The indemnities provided by the Credit Parties pursuant to provisions of this Agreement Section shall survive the expirationexecution and delivery of this Agreement, cancellationthe repayment of any of the Secured Obligations, the termination or modification of the commitments of Secured Party under the Credit Agreement and the termination of this Agreement or the any other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any PersonCredit Document. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties First Lien Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable and documented fees and expenses of counselcounsel (which shall be limited to one (1) counsel to the Collateral Agent and the Secured First Lien Parties in addition to one local counsel per relevant jurisdiction, and in the case of a conflict of interest, one additional counsel per relevant jurisdiction for all similarly situated persons) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have has resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions breach of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Agreement by the Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementFirst Lien Party. (b) Each Credit Party Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable and documented fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, First Lien Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors Related Parties (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (iiAgreement); provided that such indemnity shall not, as to any particular Indemnified Party, be available to the extent that such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted fromfrom the bad faith, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or any of its employees officers, directors or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentsemployees, or analogous amounts(y) arising from disputes solely among the Collateral Agent, the Buyers and/or their transferees (other than in respect of disputes against an Indemnitee in its capacity as Collateral Agent or any similar role under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementTransaction Documents). (b) Each Credit Party Without limiting the foregoing clause (a), Grantor will upon demand pay to the Collateral Agent the amount of any and all (1) reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement Agreement, and the other Security Documents, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, and (iii2) expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (ivii) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) Each Credit Party agrees to To indemnify (without duplication), defend and save and hold harmless each of the Collateral Administrative Agent, the Depository Bank and the each other Secured Parties Party and each of their Affiliates and their respective directors, officers, directors, employees, agents and advisors (each, an “Indemnified Party”) affiliates from and against, and shall pay, against any and all claims, damages, demands, losses, obligations, judgments and liabilities and expenses (including including, without limitation, reasonable attorneys’ fees and expenses of counselexpenses) that may be incurred by or asserted or awarded against in any Indemnified Party, in each case way arising out of or in connection with (i) this Agreement or and the other Security Documentstransactions contemplated hereby, or (ii) except to the extent the same shall arise as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended the party seeking to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligationsbe indemnified; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement.and (b) Each Credit Party will To pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel to the Administrative Agent and of any experts to reimburse the Administrative Agent upon demand for all reasonable costs and agentsexpenses incurred by it, that the Collateral Agent may incur in each case in connection with (i) the administration creation, perfection and maintenance of this Agreement the perfection of the Administrative Agent’s Liens upon the Collateral, including, without limitation, Lien search, filing and the other Security Documentsrecording fees, (ii) the custody, preservationuse or preservation of, or the sale of, collection from or other realization upon, any of the Collateral Collateral, including the reasonable expenses of such Credit Partyre-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iii) the exercise or enforcement of any rights or remedies granted hereunder, under any of the rights of the Collateral Agent other Credit Documents or any other Secured Party hereunderotherwise available to it (whether at law, in equity or otherwise), or (iv) the failure by such Credit Party any Pledgor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) hereof. The indemnities provided by the Credit Parties pursuant to provisions of this Agreement Section shall survive the expirationexecution and delivery of this Agreement, cancellationthe repayment of any of the Secured Obligations, the termination of the Commitments and the termination or modification expiration of all Letters of Credit under the Credit Agreement, the termination of this Agreement or any other Credit Document, and the other Security Documentstermination of, the resignation or removal and settlement of the Collateral AgentBorrower’s obligations under, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by Permitted Hedge Agreement to which any PersonHedge Party is a party. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Loan Documents: (a) Each Credit Party agrees to Grantors jointly and severally will indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party, each other Beneficiary and any agent appointed pursuant to Section 6.9 (each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, any and against all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE OR STRICT LIABILITY, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such Indemnified Party’s individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Grantors jointly and severally will upon demand pay to the Collateral Agent Secured Party the amount of any all costs and all reasonable out-of-pocket expenses, including the reasonable fees and expenses disbursements of its the Secured Party’s counsel that are not employees of the Secured Party or any Affiliate of the Secured Party, and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with with: (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiii) the exercise or enforcement of any right of the rights of the Collateral Agent or any other Secured Party hereunder, or ; or (iviii) the failure by such Credit Party any Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor severally agrees (to indemnify (without duplication)the extent not promptly reimbursed by the Borrower) to indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) ), pro rata, from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation or proceedings or preparation of a defense in connection therewith) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s own gross negligence or willful misconduct of its affiliates, directors, officers, employees, advisors or agents. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 23(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors or any Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated. The indemnification provisions Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will Grantor agrees to pay (to the Collateral Agent extent not promptly reimbursed by the amount Borrower) within 30 days of any and demand (i) all reasonable reasonable, documented out-of-pocket expenses, including the reasonable fees costs and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent in connection with the preparation, execution, delivery, administration, modification and amendment of, any consent or any other Secured Party hereunderwaiver under, or (iv) the failure by such Credit Party to perform legal advice in respect of rights or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to responsibilities under, this Agreement shall survive the expirationand (ii) all reasonable, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal documented and out-of-pocket costs and expenses of the Collateral AgentAgent in connection with the enforcement of (whether through negotiations, Depository Bank legal proceedings or Secured Parties and otherwise) the provision of any subsequent or additional indemnity by any PersonAgreement. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all actual claims, damages, losses, liabilities and out-of-pocket expenses (including including, without limitation, reasonable fees and expenses of counselcounsel but excluding special, indirect, punitive or consequential damages, whether arising in tort, contract or otherwise) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, final nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 17(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors or any Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the Merger is consummated. The indemnification provisions Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will Grantor agrees to pay to the Collateral Agent the amount of any and on demand (i) all reasonable out-of-pocket expensescosts and expenses of the Collateral Agent in connection with the preparation, including execution, delivery, administration, modification and amendment of, or any consent or waiver under, this Agreement (including, without limitation, the reasonable out-of-pocket fees and expenses of counsel for the Collateral Agent with respect thereto, with respect to advising the Collateral Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement, with respect to negotiations with any Grantor or with other creditors of any Grantor or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Collateral Agent and each Secured Party in connection with the enforcement of this Agreement, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that for the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other each Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by itwith respect thereto). (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party agrees The Pledgors hereby agree to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Party from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery resulting from enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement, except in each case of clause (i) and (ii)claims, as to any particular Indemnified losses or liabilities, if any, resulting from the Secured Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the 's gross negligence or willful misconduct of such Indemnified Party or its employees or agentsmisconduct. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principalSUBJECT TO THE FOREGOING, interestIT IS THE EXPRESS INTENTION OF THE PLEDGORS THAT THE SECURED PARTY SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, facility or commitment feesLIABILITIES, rental or other lease paymentsCLAIMS, or analogous amountsDEFICIENCIES, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementJUDGMENTS OR EXPENSES ARISING OUT OF OR RESULTING FROM THE ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY SUCH PERSON OR IMPOSED UPON ANY SUCH PERSON UNDER ANY THEORY OF STRICT LIABILITY. (b) Each Credit Party will The Pledgors shall, upon demand, but subject to the terms of the Loan Agreement, pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its the such party's counsel and of any experts and agentsits experts, that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custodyevaluation, preservationappraisal, custody or preservation of, or the sale of, collection from from, or other realization upon, upon any of the Collateral of such Credit PartyPledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, for itself and hereunder or (iv) the failure by such Credit Party the Pledgors to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of Agreement. Each Pledgor agrees to pay interest on any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be sums payable not later than 30 days after the delivery of written demand to the Company thereforSecured Party hereunder that are not paid when due at a rate per annum equal to the Default Rate set forth in the Loan Agreement.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Note Documents: (a) Each Credit Party agrees to Grantors jointly and severally will indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party, each other Beneficiary and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) any agent appointed pursuant to Section 6.9 from and against, and shall pay, any and against all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE OR STRICT LIABILITY, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such indemnified party’s individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Grantors jointly and severally will upon demand pay to the Collateral Agent Secured Party the amount of any all costs and all reasonable out-of-pocket expenses, including the reasonable fees and expenses disbursements of its the Secured Party’s counsel and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with with: (i) the transactions that give rise to this Agreement; (ii) the preparation of this Agreement and the perfection and preservation of this security interest created under this Agreement; (iii) the administration of this Agreement and the other Security Documents, Agreement; (iiiv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any right of the rights of the Collateral Agent or any other Secured Party hereunder, or ; or (ivvi) the failure by such Credit Party any Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (aSubject to Section 9.1(b) Each of the Credit Party Agreement, each Grantor agrees to jointly and severally indemnify (without duplication), defend and save and hold harmless each of the Collateral AgentAdministrative Agent and its directors, the Depository Bank and the Secured Parties and each of their officers, employees, agents, Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Related Parties from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or resulting from this Agreement (including enforcement of this Agreement), except claims, losses or liabilities resulting from any such Person’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Each Grantor will promptly following demand pay to the Administrative Agent the amount of (a) any and all reasonable fees and out-of-pocket expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Administrative Agent and accountants, appraisers, investment bankers, environmental advisors, management consultants and other consultants, if any, who may be retained by the Administrative Agent) which the Administrative Agent actually incurs in connection with (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery administration of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment custody of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit of the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. Collateral and (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expensesexpenses (including, including without limitation, the reasonable fees and out-of-pocket expenses of its legal counsel to the Administrative Agent and of any experts accountants, appraisers, investment bankers, environmental advisors, management consultants and agentsother consultants, that if any, who may be retained by the Collateral Administrative Agent) which the Administrative Agent may incur actually incurs in connection with the (i) the administration of this Agreement and the other Security Documentspreservation, (ii) the custody, preservationuse or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iiiii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or any the other Secured Party hereunder, Lender Parties hereunder or (iviii) the failure by such Credit Party any Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to to, on a joint and several basis, indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Agent and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Secured Party from and against, and shall pay, any and against all claims, damages, losses, lawsuits and liabilities and expenses (including reasonable fees and expenses of counselattorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement Agreement), any other Loan Document or the any other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderSenior Note Document to which such Grantor is a party, except in each case of clause (i) and (ii)claims, as to any particular Indemnified Party, to the extent such claim, damage, loss, liability losses or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction; provided, that in the case of legal fees and expenses, such Indemnified Party or its employees or agentsGrantor’s indemnification obligations shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Collateral Agent in any relevant jurisdiction and, in the case of any conflict of interest (as reasonably determined by the Secured Parties, taken as a whole, affected by such conflict) one additional counsel in each relevant jurisdiction to each group of affected Secured Parties similarly situated taken as a whole. The indemnification provisions This provision shall survive the termination of this Section 9.01(a) are not intended to constitute a guaranty Agreement, the Credit Agreement, the Indenture and the repayment of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any the Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will The Grantors, jointly and severally, shall, upon demand, pay to the Collateral Agent all the amount of any and all reasonable out-of-pocket expensesreasonable, including the reasonable fees and documented expenses of its counsel and of any experts and agents, that which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Partyin accordance with this Agreement, the other Loan Documents and the other Senior Note Documents, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, hereunder or (iv) the failure by such Credit Party any of the Grantors to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit The Borrower agrees to pay within 30 days (or earlier if, and to the extent, required under Article III) after the presentation of an invoice all reasonable third-party costs and expenses of (i) the Administrative Agent in connection with the administration of this Agreement and the other Financing Documents and the transactions contemplated hereby and thereby (but without duplication of such obligation under any other Financing Document) and (ii) the Administrative Agent and the Arranger Parties in connection with the preparation, negotiation, execution and delivery of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, audit expenses and, where appropriate, registration of all Financing Documents and (B) the reasonable fees and expenses of counsel for the Global Coordinator. The Borrower further agrees to pay on demand all costs and expenses of the Administrative Agent, each Arranger Party and each Lender Party, if any (including reasonable counsel fees and expenses), in connection with (1) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including reasonable fees and expenses of counsel for the Administrative Agent, each Arranger Party and each Lender Party; (2) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any collateral; (3) the exercise or enforcement of any of the rights of the Administrative Agent, any Arranger Party or any Lender Party under any Financing Document; (4) the failure by the Borrower to perform or observe any of the provisions hereof; and (5) any amendments, modifications, waivers or consents required or requested under the Financing Documents. (b) The Borrower agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Administrative Agent, the Depository Bank each Arranger Party and the Secured Parties each Lender Party and each of their Affiliates and their respective officers, directors, employees, agents agents, sub-agents, trustees, attorneys and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all claims, damages, losses, costs, liabilities and expenses (including reasonable fees and expenses of counsel, including the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) or relating to (i) execution, amendment or administration of this Agreement Agreement, the other Financing Documents, any Letter of Credit, any of the transactions contemplated herein or therein or the other Security Documentsactual or proposed use of the proceeds of the Advances or any L/C Borrowings, or (ii) as a result the issuance or transfer of, or payment or failure to pay under, any Letter of Credit or (iii) the actual or alleged presence of Hazardous Materials requiring remediation or other response pursuant to Environmental Law on any property of the execution Borrower or delivery any of this Agreement its Subsidiaries or any Environmental Action relating in any way to the other Security Documents Borrower or the performance by the Credit Parties hereto and thereto any of their respective obligations hereunder and thereunderits Subsidiaries, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the directly and primarily from such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The indemnification provisions Borrower also agrees not to assert any claim against the Administrative Agent, any Lender Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents, attorneys and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under Facility, the actual or proposed use of the proceeds of the Advances or any other Letter of Credit, the Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, Documents or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) transactions contemplated by the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by itFinancing Documents. (c) The indemnities provided by the Credit Parties Borrower pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Financing Documents, the resignation or removal of the Collateral Administrative Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 9.01 shall 2.06, 2.11(b) or 2.12(c), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be payable not later made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, or if a Lender assigns any Eurodollar Rate Advance other than 30 days after on the delivery last day of written the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 8.07(a), the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Company thereforAdministrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advances. (e) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Financing Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any Lender Party, in its sole discretion.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all actual claims, damages, losses, liabilities and out-of-pocket expenses (including including, without limitation, reasonable fees and expenses of counselcounsel but excluding special, indirect, punitive or consequential damages, whether arising in tort, contract or otherwise) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, final nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors or any Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the Merger is consummated. The indemnification provisions Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will Grantor agrees to pay to the Collateral Agent the amount of any and on demand (i) all reasonable out-of-pocket expensescosts and expenses of the Collateral Agent in connection with the preparation, including execution, delivery, administration, modification and amendment of, or any consent or waiver under, this Agreement (including, without limitation, the reasonable out-of-pocket fees and expenses of counsel for the Collateral Agent with respect thereto, with respect to advising the Collateral Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement, with respect to negotiations with any Grantor or with other creditors of any Grantor or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Collateral Agent and each Secured Party in connection with the enforcement of this Agreement, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that for the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other each Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by itwith respect thereto). (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Finance Documents: (a) Each Credit Debtors will indemnify Secured Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Security Beneficiary from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE OR STRICT LIABILITY, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such indemnified party’s individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Debtors will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party’s counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any Collateral, except expenses resulting from Secured Party’s individual gross negligence or willful misconduct. Debtors will also upon demand pay to Secured Party the amount of any and all costs and expenses, including the Collateral fees and disbursements of such Credit Secured Party’s counsel and of any experts and agents, which Secured Party may incur in connection with (iiii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivii) the failure by such Credit Party Debtors to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party’s individual gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor severally agrees (to indemnify (without duplication)the extent not promptly reimbursed by the Borrower) to indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) ), pro rata, from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of a single outside counsel and, if reasonably required, local or specialist counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceedings or preparation of a defense in connection therewith) this Agreement, except to the extent (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted fromfrom such Indemnified Party’s bad faith, or to be attributable to, the gross negligence or willful misconduct or material breach of this Agreement or any other Loan Document or arising from a dispute between or among Indemnified Parties (other than any claims against any Agent, Issuing Bank or Swing Line Lender in its capacity as such or a dispute that does not involve any act or omission of the Borrower or any of its Affiliates or (ii) any such Indemnified Party (or any of its employees Affiliates, successors or agents. The indemnification provisions of this Section 9.01(aassigns) are enters a settlement without the Borrower’s written consent (such consent not intended to constitute a guaranty of payment of any principalbe unreasonably withheld, interest, facility delayed or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligationsconditioned); provided that nothing in this Section 9.01(aclauses (i) and (ii) shall limit not apply if (x) the liability Borrower was offered the ability to assume, but elected not to assume, the defense of such action or (y) a final, non-appealable judgment by a court of competent jurisdiction is found in favor of the Indemnified Party in any Credit Party for such proceeding. The Grantors also agree not to assert any claim against the payment of Collateral Agent, any Secured ObligationParty or any of their Affiliates, or any of their respective officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will Grantor agrees to pay (to the Collateral Agent extent not promptly reimbursed by the amount Borrower) within 30 days of any and demand (i) all reasonable reasonable, documented out-of-pocket expenses, including the reasonable fees costs and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent in connection with the preparation, execution, delivery, administration, modification and amendment of, any consent or any other Secured Party hereunderwaiver under, or legal advice in respect of rights or responsibilities under, this Agreement and (ivii) all reasonable, documented and out-of-pocket costs and expenses of the Collateral Agent in connection with the enforcement of (whether through negotiations, legal proceedings or otherwise) the failure Agreement; provided that, under clauses (i) and (ii) reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank local or Secured Parties and specialist counsel, provided further that the provision previous proviso shall not apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any subsequent or additional indemnity by any Personparty. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Debtor will indemnify Secured Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Lender from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE OR STRICT LIABILITY, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such indemnified party’s individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party’s counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party’s individual gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party The Pledgor hereby agrees to indemnify (without duplication), defend and save and hold harmless each Secured Party (and all of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective its officers, directors, employees, agents and advisors (eachattorneys, an “Indemnified Party”consultants) harmless from and against, and shall pay, against any and all claims, damages, losses, liabilities liabilities, obligations, penalties, fees, costs and expenses (including including, without limitation, reasonable legal fees and expenses disbursements of counsel) to the extent that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising they arise out of or in connection with (i) otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct, each as determined by a final non-appealable judgment in favor of the Company or the other Security Documents, or (ii) as a result Pledgor of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsjurisdiction. The costs and expenses of enforcing this right of indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under by any Secured Obligations; provided that nothing in this Section 9.01(a) Party shall limit also be paid by the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementPledgor. (b) Each Credit Party The Pledgor shall be obligated for, and will upon demand pay to each Secured Party the Collateral Agent the reasonable amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its such Secured Party’s counsel and of any experts and agents, that the Collateral Agent which such Secured Party may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyPledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other such Secured Party hereunder, or (iv) the failure by such Credit Party the Pledgor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) Each Credit Party agrees to To indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their its respective directors, officers, directors, employees, agents and advisors (each, an “Indemnified Party”) affiliates from and against, and shall pay, against any and all claims, damages, demands, losses, obligations, judgments and liabilities and expenses (including including, without limitation, reasonable attorneys’ fees and expenses of counselexpenses) that may be incurred by or asserted or awarded against in any Indemnified Party, in each case way arising out of or in connection with (i) this Security Agreement or and the other Security Documentstransactions contemplated hereby, or (ii) except to the extent the same shall arise as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended the party seeking to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligationsbe indemnified; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement.and (b) Each Credit Party will To pay to and reimburse the Collateral Agent the amount of any and Bank upon demand for all reasonable out-of-pocket expensescosts and expenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that the Collateral Agent Bank may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservationuse or preservation of, or the sale of, collection from or other realization upon, any of the Collateral Collateral, including the reasonable expenses of such Credit Partyretaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under Article V), under any of the rights of the Collateral Agent other Loan Documents or any other Secured Party hereunderotherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by such Credit Party any Pledgor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) hereof. The indemnities provided by the Credit Parties pursuant to provisions of this Agreement Section 6.1 shall survive the expiration, cancellation, termination or modification execution and delivery of this Security Agreement, the repayment of any of the Secured Obligations, the termination of the commitments under the Loan Agreement and the termination of this Security Agreement or the any other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any PersonLoan Document. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor, jointly and severally, agrees to indemnify (without duplication), defend and save and hold the Agent harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all claims, damages, losses, liabilities and liabilities, obligations, penalties, costs or expenses (including reasonable fees including, without limitation, legal fees, costs, expenses and expenses of counselother client charges) to the extent that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising they arise out of or in connection with (i) otherwise result from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) claims, losses or liabilities resulting solely and (ii), as to any particular Indemnified Party, to directly from the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the Agent's gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party The Grantors, jointly and severally, will promptly pay to the Collateral Agent and each Holder (i) the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees fees, costs, expenses and expenses other client charges of its counsel for the Agent and each Holder and of any experts and agentsagents (including, that without limitation, any Person which may act as agent of the Collateral Agent or any Holder), which the Agent or any Holder may incur in connection with (iA) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement and the other Security DocumentsAgreement, or (iiB) the custody, preservation, use or operation of, the Collateral, and (ii) the amount of any and all costs and expenses, including the fees, costs, expenses and other client charges of counsel for the Agent and each Holder and of any experts and agents (including, without limitation, any Person which may act as agent of the Agent or any Holder), which the Agent or any Holder may incur in connection with (A) the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iiiB) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party and each Holder hereunder, or (ivC) the failure by such Credit Party a Grantor to perform or observe any of the provisions hereof required hereof. In connection with any demand for payment under this Section 8(b), the Agent shall deliver to be performed the Grantor a certificate setting forth in reasonable detail any amount or observed by it. (c) The indemnities provided by amounts that the Credit Parties Agent or any Holder is entitled to receive pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties Section 8(b) and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company thereforconclusive and binding absent manifest error.

Indemnity and Expenses. (a) Each Credit Party The Pledgor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Pledgee in connection with the execution, delivery, amendment and enforcement of this Agreement in any circumstance (including, without limitation, the reasonable fees and expenses of counsel for the Pledgee). (b) Subject to the terms of the Second Priority Indenture and the Second Priority Collateral Trust Agreement, the Pledgor agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank Pledgee and the Secured Parties and each of their Affiliates its affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (iincluding, without limitation, in connection with any litigation or proceeding or preparation of a defense in connection therewith) this Agreement or the other Security DocumentsAgreement, or (ii) as a result any of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereundertransactions contemplated herein, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of litigation or other proceeding to which the indemnity in this Clause applies, such indemnity shall be effective whether or not such litigation or proceeding is brought by any party to the Second Priority Indenture, its directors, shareholders or creditors or any Indemnified Party is otherwise a party thereto and whether or its employees or agents. The indemnification provisions of this Section 9.01(a) not the transactions contemplated hereby are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementconsummated. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Without limiting or affecting each Secured Party’s rights set forth in Section 9.03 of the Credit Party Agreement but subject to the limitations set forth therein, each Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, trustees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Without limiting or affecting each Secured Party’s rights set forth in Section 9.03 of the Credit Party Agreement but subject to the limitations set forth therein, each Grantor will upon demand pay to the Collateral Administrative Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Administrative Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iiiii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or any the other Secured Party hereunder, Parties hereunder or (iviii) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to undertakings in this Agreement Section 22 shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security DocumentsAgreement, the payment of all Obligations and the resignation or removal of the Collateral Administrative Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. The Pledgor agrees: (a) Each Credit Party agrees to To indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective its directors, officers, directors, employees, agents and advisors (each, an “Indemnified Party”) affiliates from and against, and shall pay, against any and all claims, damages, demands, losses, obligations, judgments and liabilities and expenses (including including, without limitation, reasonable attorneys’ fees and expenses of counselexpenses) that may be incurred by or asserted or awarded against in any Indemnified Party, in each case way arising out of or in connection with (i) this Agreement or the other Security DocumentsSecured Obligations, or (ii) except to the extent the same shall arise as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended the party seeking to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligationsbe indemnified; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement.and (b) Each Credit To pay and reimburse the Secured Party will pay to the Collateral Agent the amount of any and upon demand for all reasonable out-of-pocket expensescosts and expenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservationuse or preservation of, or the sale of, collection from or other realization upon, any of the Collateral Collateral, including the reasonable expenses of such Credit Partyre-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder, under the rights of the Collateral Agent Secured Obligations or any other Secured Party hereunderotherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by such Credit Party the Pledgor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) hereof. The indemnities provided by the Credit Parties pursuant to provisions of this Agreement Section 13 shall survive the expiration, cancellation, termination or modification execution and delivery of this Agreement or the other Security DocumentsAgreement, the resignation or removal repayment of any of the Collateral AgentSecured Obligations, Depository Bank or the termination of the commitments of the Secured Parties Party under the Secured Obligations and the provision termination of any subsequent or additional indemnity by any Personthis Agreement. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party The Pledgor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank Pledgee and the Secured Parties its affiliates and each of their Affiliates its (and their respective its affiliates’) officers, directors, employees, agents agents, attorneys and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party will The Pledgor will, upon demand, pay to the Collateral Agent Pledgee the amount of any and all reasonable out-of-pocket expenses, including the reasonable documented fees and expenses of its counsel and of any experts and agents, agents that the Collateral Agent Pledgee may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or any other Secured Party hereunder, Pledgee hereunder or (iv) the failure by such Credit Party the Pledgor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal All obligations of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due Pledgor under this Section 9.01 17 shall be payable not later than 30 days after survive any termination of the delivery of written demand to the Company thereforpledge and security interest hereunder.

Indemnity and Expenses. (a) Each Credit Party agrees Pledgors agree, jointly and severally, to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Lender from and against, and shall pay, against any and all claims, damageslosses and liabilities in any way relating to, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or and the other Security Documentstransactions contemplated hereby (including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities result solely from Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementjurisdiction. (b) Each Credit Party will Pledgors agree, jointly and severally, to pay to the Collateral Agent Secured Party upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservationcustody or preservation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyPledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party any Pledgor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided In the event of any public sale described in Section 12, Pledgors agree, jointly and severally, to indemnify and hold harmless Secured Party and each of Secured Party's directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which Secured Party or such other persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Secured Party and such other persons for any legal or other expenses reasonably incurred by Secured Party and such other persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including without limitation any and all fees, costs and expenses whatsoever reasonably incurred by Secured Party and such other persons and counsel for Secured Party and such other persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Pledgor may otherwise have and shall extend upon the Credit Parties pursuant same terms and conditions to this Agreement shall survive each person, if any, that controls Secured Party or such persons within the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal meaning of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any PersonSecurities Act. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Pledgor agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Lender from and against, and shall pay, against any and all claims, damageslosses and liabilities in any way relating to, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or and the other Security Documentstransactions contemplated hereby (including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities result solely from Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementjurisdiction. (b) Each Credit Party will Pledgor shall pay to the Collateral Agent Secured Party upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservationcustody or preservation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyPledged Collateral, (iiiii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iviii) the failure by such Credit Party Pledgor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided In the event of any public sale described in Section 12, Pledgor agrees to indemnify and hold harmless Secured Party and each of Secured Party's directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which Secured Party or such other persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Secured Party and such other persons for any legal or other expenses reasonably incurred by Secured Party and such other persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including without limitation any and all fees, costs and expenses whatsoever reasonably incurred by Secured Party and such other persons and counsel for Secured Party and such other persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which Pledgor may otherwise have and shall extend upon the Credit Parties pursuant same terms and conditions to this Agreement shall survive each person, if any, that controls Secured Party or such persons within the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal meaning of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any PersonSecurities Act. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement and in connection with any investigation, litigation or the other Security Documents proceeding or the performance by the Credit Parties hereto and thereto preparation of their respective obligations hereunder and thereundera defense in connection therewith), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 21 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors, any Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated. The indemnification provisions Each Grantor also agrees not to assert any claim against any Secured Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party agrees The Pledgors hereby agree to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Party from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery resulting from enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement, except in each case of clause (i) and (ii)claims, as to any particular Indemnified losses or liabilities, if any, resulting from the Secured Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the 's gross negligence or willful misconduct of such Indemnified Party or its employees or agentsmisconduct. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principalSUBJECT TO THE FOREGOING, interestIT IS THE EXPRESS INTENTION OF THE PLEDGORS THAT THE SECURED PARTY SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, facility or commitment feesLIABILITIES, rental or other lease paymentsCLAIMS, or analogous amountsDEFICIENCIES, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementJUDGMENTS OR 141 EXPENSES ARISING OUT OF OR RESULTING FROM THE ORDINARY CONTRIBUTORY OR ORDINARY CONCURRENT NEGLIGENCE OF ANY SUCH PERSON. (b) Each The Pledgors shall, upon demand, but subject to the terms of the Credit Party will Agreement, pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its the such party's counsel and of any experts and agentsits experts, that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custodyevaluation, preservationappraisal, custody or preservation of, or the sale of, collection from from, or other realization upon, upon any of the Collateral of such Credit PartyPledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, for itself and for the benefit of the Banks hereunder or (iv) the failure by such Credit Party the Pledgors to perform or observe any of the provisions hereof required of this Agreement. Each Pledgor agrees to be performed or observed by it. (c) The indemnities provided by pay interest on any sums payable to the Secured Party hereunder that are not paid when due at a rate per annum equal to the Default Rate set forth in the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any PersonAgreement. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Without prejudice to any other rights or remedies of the Collateral Agent under any of the other Credit Party Documents, each Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Agent and each of their Affiliates and their respective its officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, pay on demand any and all claims, damages, losses, liabilities and expenses (including including, without limitation, the reasonable fees and expenses disbursements of counsela single counsel to such parties plus one special maritime counsel to such parties, a single local counsel in each appropriate jurisdiction, and, in the case of a conflict of interest, one additional counsel in each jurisdiction to such affected parties similarly situated) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted fromfrom an Indemnified Party’s gross negligence, or to be attributable to, the gross negligence bad faith or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Without prejudice to any other rights or remedies of the Collateral Agent under any of the other Credit Party will Documents, each Grantor will, upon demand, pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expensesexpenses of the Collateral Agent and each of its officers, including directors, employees, agents and advisors (including, without limitation, the reasonable fees and expenses disbursements of its a single counsel and to such parties plus one special maritime counsel to such parties, a single local counsel in each appropriate jurisdiction, and, in the case of any experts and agentsa conflict of interest, one additional counsel in each jurisdiction to such affected parties similarly situated) that the Collateral Agent may incur be incurred in connection with (i) the administration transactions which give rise to this Agreement, the preparation of this Agreement and the other Security Documentsadministration of this Agreement, (ii) the custodycustody or preservation of, preservationuse or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Creditors hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Debtor will indemnify Secured Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Lender from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES IN AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such indemnified party’s individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party’s counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party’s gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in ---------------------- qualification or limitation of; any similar obligations under other Loan Documents: (a) Each Credit Debtor will indemnify Secured Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the Secured Party's individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration of this Agreement and the other Security Documents, Agreement; (ii) the custody, preservation, use or operation of; or the sale of; collection from, collection from or other realization upon, any of the Collateral of such Credit Party, Collateral; (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (iv) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof; except costs and expenses resulting from Secured Party's gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party agrees Grantor agrees, jointly and severally, to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Creditor and each of their respective Affiliates and their the respective directors, trustees, officers, directors, employees, agents and advisors of each Secured Creditor and their respective Affiliates (each, an a “Indemnified Related Party”) from and against, and shall payto hold each Secured Creditor and each Related Party of each Secured Creditor (each such person being called an “Indemnitee”) harmless from all losses, any and all claims, damages, losses, liabilities and expenses (related expenses, including reasonable fees counsel fees, charges and expenses of counsel) that may be disbursements (collectively, the “Liabilities”), incurred by or asserted or awarded against any Indemnified PartyIndemnitee arising out of, in each case arising out of or in connection with (i) this Agreement or the other Security Documentsany way connected with, or (ii) as a result of (i) the execution or delivery of this Agreement or the any other Security Documents Secured Debt Agreement or any agreement or instrument contemplated thereby, the performance by the Credit Parties hereto and parties thereto of their respective obligations hereunder thereunder or the consummation of the Transactions and thereunderthe other transactions contemplated thereby, except in each case of clause (i) and (ii) the use of the proceeds of the Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by any Secured Creditor or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by such Grantor or its Subsidiaries, or any Environmental Liability related in any way to such Grantor or its Subsidiaries; provided that such indemnity shall not, as to any particular Indemnified PartyIndemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted fromfrom the willful misconduct, bad faith or gross negligence of such Indemnitee or any proceeding not involving an act or omission by any Secured Creditor or any of their respective Affiliates that is brought by an Indemnitee against any other Indemnitee (other than disputes involving claims against an Agent in its capacity as such). To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute as a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale result of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation any agreement or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Personinstrument contemplated hereby. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in ---------------------- qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Debtor will indemnify Secured Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Lender from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES IN AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED BY OR ARISE OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such indemnified party's individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party's gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Without prejudice to any other rights or remedies of the Collateral Agent under any of the other Credit Party Documents, to the extent the Borrower is required to do so in accordance with Section 10.13(b) of the Credit Agreement, the Pledgor agrees to indemnify (without duplication)indemnify, defend and save defend, protect and hold harmless each of the Collateral Agent, the Depository Bank Agent (in its individual capacity and as Collateral Agent for the Secured Parties Creditors) and each of their Affiliates and their respective its officers, directors, employees, directors and agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all loss, damage, claims, damagesliability, lossescost or expense (including, liabilities without limitation, the reasonable and expenses (including reasonable documented out-of-pocket fees and expenses of counsellitigation or preparation therefor) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from an Indemnified Party’s gross negligence or willful or unlawful misconduct or material breach of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementexpress contractual obligations hereunder. (b) Each Credit Party will pay Without prejudice to any other rights or remedies of the Collateral Agent under any of the amount of any and other Credit Documents, the Pledgor will, promptly upon demand, reimburse the Collateral Agent for all reasonable and documented out-of-pocket expensesexpenses incurred or made by it, including the reasonable fees and expenses of its counsel and of any experts and agents, that counsel, accountants and experts (but limited to a single law firm for the Collateral Agent as counsel in each appropriate jurisdiction and which may incur include a special or local counsel for the Collateral Agent acting in one or more jurisdictions) in connection with (i) the administration transactions which give rise to this Agreement, the preparation of this Agreement and the other Security Documentsadministration of this Agreement, (ii) the custodycustody or preservation of, preservationuse or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Partythe Pledgor, or (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party Creditors hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party The Pledgor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors Related Parties (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including reasonable including, without limitation, the fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party misconduct. (b) The Pledgor shall pay and save the Agent and the other Secured Parties from any and all liabilities with respect to, or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of resulting from any principaldelay by Pledgor in paying, interestany and all stamp, facility or commitment feesexcise, rental sales or other lease payments, taxes that may be payable or analogous amounts, under determined to be payable with respect to any Secured Obligations; provided that nothing of the Collateral or in this Section 9.01(a) shall limit connection with any of the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under transactions contemplated by this Agreement. (bc) Each Credit Party The Pledgor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservationcustody or preservation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party the Pledgor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Personhereof. (d) All amounts due under The agreements in this Section 9.01 14 shall be payable not later than 30 days after survive repayment of the delivery of written demand to the Company thereforGuaranteed Obligations.

Indemnity and Expenses. In addition to, but not in ---------------------- qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Debtor will indemnify Secured Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Lender from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR ARE CAUSED BY OR ARISE OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such indemnified party's individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party's gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party agrees Grantor agrees, jointly and severally, to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Creditor and each of their respective Affiliates and their the respective directors, trustees, officers, directors, employees, agents and advisors of each Secured Creditor and their respective Affiliates (each, an a “Indemnified Related Party”) from and against, and shall payto hold each Secured Creditor and each Related Party of each Secured Creditor (each such person being called an “Indemnitee”) harmless from all losses, any and all claims, damages, losses, liabilities and expenses (related expenses, including reasonable fees counsel fees, charges and expenses of counsel) that may be disbursements (collectively, the “Liabilities”), incurred by or asserted or awarded against any Indemnified PartyIndemnitee arising out of, in each case arising out of or in connection with (i) this Agreement or the other Security Documentsany way connected with, or (ii) as a result of (i) the execution or delivery of this Agreement or the any other Security Documents Secured Debt Agreement or any agreement or instrument contemplated thereby, the performance by the Credit Parties hereto and parties thereto of their respective obligations hereunder thereunder or the consummation of the Transactions and thereunderthe other transactions contemplated thereby, except in each case of clause (i) and (ii) the use of the proceeds of the Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by any Secured Creditor or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by such Grantor or its Subsidiaries, or any Environmental Liability related in any way to such Grantor or its Subsidiaries; provided that such indemnity shall not, as to any particular Indemnified PartyIndemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted fromfrom the willful misconduct, bad faith or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party Indemnitee or its employees any proceeding not involving an act or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under omission by any Secured Obligations; provided Creditor or any of their respective Affiliates that nothing is brought by an Indemnitee against any other Indemnitee (other than disputes involving claims against an Agent in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to its capacity as such). To the extent such liability arises under any other Financing Documentpermitted by applicable law, including any liability arising under this Agreement. (b) Each Credit Party will pay to the Collateral Agent the amount of any no Grantor shall assert, and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization uponeach Grantor hereby waives, any of the Collateral of such Credit Partyclaim against any Indemnitee, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.22 HN\1119607.7

Indemnity and Expenses. (a) Each Credit Party Grantor severally agrees (to indemnify (without duplication)the extent not promptly reimbursed by the Borrower) to indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) ), pro rata, from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation or proceedings or preparation of a defense in connection therewith) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s own gross negligence or willful misconduct of its affiliates, directors, officers, employees, advisors or agents. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 22(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors or any Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated. The indemnification provisions Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will Grantor agrees to pay (to the Collateral Agent extent not promptly reimbursed by the amount Borrower) within 30 days of any and demand (i) all reasonable reasonable, documented out-of-pocket expenses, including the reasonable fees costs and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent in connection with the preparation, execution, delivery, administration, modification and amendment of, any consent or any other Secured Party hereunderwaiver under, or (iv) the failure by such Credit Party to perform legal advice in respect of rights or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to responsibilities under, this Agreement shall survive the expirationand (ii) all reasonable, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal documented and out-of-pocket costs and expenses of the Collateral AgentAgent in connection with the enforcement of (whether through negotiations, Depository Bank legal proceedings or Secured Parties and otherwise) the provision of any subsequent or additional indemnity by any PersonAgreement. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Pledgor agrees to jointly and severally indemnify the Administrative Agent (without duplicationand any sub-agent thereof), defend each other Secured Party, and save and hold harmless each Related Party of any of the Collateral Agent, the Depository Bank and the Secured Parties and foregoing Person (each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, such Person being called an “Indemnified PartyIndemnitee”) from and against, and shall payhold each such Indemnitee harmless from, any and all losses, claims, damages, losses, liabilities and or related expenses (including reasonable fees the fees, charges and expenses disbursements of counsel) that may be any counsel for any Indemnitee), incurred by any Indemnitee or asserted or awarded against any Indemnified PartyIndemnitee by any third party or by any Borrower or other Loan Party arising out of, in each case arising out of or in connection with (i) with, this Agreement or and the other Security Documents, or Loan Documents (ii) as a result of the execution or delivery including enforcement of this Agreement or and the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (iiLoan Documents); provided that such indemnity shall not, as to any particular Indemnified PartyIndemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability or expense is found in a final, nonappealable judgment liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Indemnitee or (y) result from a claim brought by the Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Loan Document, including any liability arising under this Agreement. (b) if such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Each Credit Party will Pledgor will, upon demand, pay to the Collateral Administrative Agent the amount of any and all reasonable out-of-pocket expenses, including its reasonable counsel fees, charges and disbursements, and the reasonable fees and expenses of its counsel and disbursements of any experts and agents, that which the Collateral Administrative Agent may incur incur, subject to the foregoing limitations, in connection with the following: (ia) the administration of this Agreement and the other Security Loan Documents, ; (iib) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiic) the exercise or enforcement of any of the rights of the Collateral Administrative Agent hereunder or of any other Secured Party hereunder, or Party; or (ivd) the failure by such Credit Party any Pledgor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Party agrees to indemnify EACH DEBTOR WILL INDEMNIFY SECURED PARTY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES GROWING OUT OF OR RESULTING FROM THIS AGREEMENT (without duplicationINCLUDING ENFORCEMENT OF THIS AGREEMENT), defend and save and hold harmless each of the Collateral AgentWHETHER OR NOT SUCH CLAIMS, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officersLOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, directorsIN WHOLE OR PART, employeesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, agents and advisors (eachOR ARE CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, an “Indemnified Party”) from and againstEXCEPT TO THE EXTENT SUCH CLAIMS, and shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementLOSSES OR LIABILITIES ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration perfection and preservation of this Agreement and the other Security Documentssecurity interest created under this Agreement, (ii) the administration of this Agreement; (iii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivv) the failure by such Credit Party any Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party's individual gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party The Pledgor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank Trustee and the Secured Parties and each of their Affiliates and their respective its officers, directors, employees, agents and advisors (each, an “"Indemnified Party”") from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Pledge Agreement (i) this Agreement or the other Security Documentsincluding, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderPledge Agreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted fromfrom such Indemnified Party's gross negligence, or to be attributable to, the gross negligence bad faith or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party The Pledgor will within 45 days of receipt of an invoice pay to the Collateral Agent Trustee the amount of any and all reasonable out-of-pocket fees and expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent Trustee may incur in connection with (i) the review, negotiation and administration of this Agreement and the other Security DocumentsPledge Agreement, (ii) the custody, preservationcustody or preservation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent Trustee or any other Secured Party hereunder, the Holders of the Solectron Debentures hereunder or (iv) the failure by such Credit Party the Pledgor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (ai) Each Credit The Borrower agrees to pay within 30 days (or earlier if, and to the extent, required under Article III) after the presentation of an invoice all reasonable third-party costs and expenses of (i) the Administrative Agent in connection with the administration of this Agreement and the other Financing Documents and the transactions contemplated hereby and thereby (but without duplication of such obligation under any other Financing Document) and (ii) the Administrative Agent and the Arranger Parties in connection with the preparation, negotiation, execution and delivery of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, audit expenses and, where appropriate, registration of all Financing Documents and (B) the reasonable fees and expenses of counsel for the Administrative Agent. The Borrower further agrees to pay on demand all costs and expenses of the Administrative Agent, each Arranger Party and each Lender Party, if any (including reasonable counsel fees and expenses), in connection with (1) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including reasonable fees and expenses of counsel for the Administrative Agent, each Arranger Party and each Lender Party; (2) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any collateral; (3) the exercise or enforcement of any of the rights of any Agent, any Arranger Party or any Lender Party under any Financing Document; (4) the failure by the Borrower to perform or observe any of the provisions hereof; and (5) any amendments, modifications, waivers or consents required or requested under the Financing Documents. (ii) The Borrower agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Administrative Agent, the Depository Bank each Arranger Party and the Secured Parties each Lender Party and each of their Affiliates and their respective officers, directors, employees, agents agents, sub-agents, trustees, attorneys and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all claims, damages, losses, costs, liabilities and expenses (including reasonable fees and expenses of counsel, including the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any 90 AESC Amended and Restated Credit Agreement Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) or relating to (i) execution, amendment or administration of this Agreement Agreement, the other Financing Documents, any Letter of Credit, any of the transactions contemplated herein or therein or the other Security Documentsactual or proposed use of the proceeds of the Advances or any L/C Borrowings, or (ii) as a result the issuance or transfer of, or payment or failure to pay under, any Letter of Credit or (iii) the actual or alleged presence of Hazardous Materials requiring remediation or other response pursuant to Environmental Law on any property of the execution Borrower or delivery any of this Agreement its Subsidiaries or any Environmental Action relating in any way to the other Security Documents Borrower or the performance by the Credit Parties hereto and thereto any of their respective obligations hereunder and thereunderits Subsidiaries, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the directly and primarily from such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The indemnification provisions Borrower also agrees not to assert any claim against the Administrative Agent, any Lender Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents, attorneys and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under Facilities, the actual or proposed use of the proceeds of the Advances or any other Letter of Credit, the Financing Document, including Documents or any liability arising under this Agreementof the transactions contemplated by the Financing Documents. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties Borrower pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Financing Documents, the resignation or removal of the Collateral Administrative Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (div) All amounts due under this If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 9.01 shall 2.06, 2.11(b) or 2.12(c), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be payable not later made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, or if a Lender assigns any Eurodollar Rate Advance other than 30 days after on the delivery last day of written the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 8.07(a), the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Company thereforAdministrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advances. 91 AESC Amended and Restated Credit Agreement (v) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Financing Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any Lender Party, in its sole discretion.

Indemnity and Expenses. (a) Each Credit Party agrees Grantor agrees, jointly and severally, to defend, protect, indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates the Buyers and all of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents and advisors (each, an collectively called the “Indemnified PartyIndemnitees”) from and against, and shall pay, against any and all claims, damages, losses, liabilities liabilities, obligations, penalties, fees, costs and expenses (including including, without limitation, reasonable fees legal fees, costs, expenses, and expenses disbursements of such Person’s counsel) that may be incurred by such Indemnitees, whether prior to or asserted from and after the date hereof, whether direct, indirect or awarded against any Indemnified Partyconsequential, in each case as a result of or arising out of from or relating to or in connection with (i) this Agreement (including, without limitation, enforcement of this Agreement) or the other Security Documents, or (ii) as a result any of the execution or delivery of transactions related to this Agreement or (collectively, the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder“Indemnified Matters”), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent that any Indemnified Matter is caused solely and directly from such claimIndemnitee’s gross negligence or willful misconduct, damage, loss, liability or expense is found in as determined by a final, nonappealable final non-appealable judgment by of a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementjurisdiction. (b) Each Credit Party will Grantor agrees, jointly and severally, to, upon demand, pay to the Collateral Agent the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees fees, costs, expenses and expenses disbursements of its counsel for the Collateral Agent and of any experts and agentsagents (including, that without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement subject to and to the other Security Documentsextent under Section 5.2 of the Securities Purchase Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party any Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor jointly and severally agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted fromfrom such Indemnified Party’s gross negligence, or to be attributable to, the gross negligence or willful misconduct or material breach of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, obligations under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementLoan Documents. (b) Each Credit Party Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket and documented expenses, including including, without limitation, the reasonable and documented fees and expenses of its outside counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Party from and against, and shall pay, against any and all claims, damageslosses and liabilities in any way relating to, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with resulting from this Security Agreement and the transactions contemplated hereby (i) this Agreement or the other Security Documentsincluding, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities result solely from Secured Party's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementjurisdiction. (b) Each Credit Party Grantor will pay to the Collateral Agent Secured Party upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservationcustody or preservation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided Anything contained in this Agreement to the contrary notwithstanding, the obligations of Grantor set forth in this Section 14 are included herein solely for the purpose of including such obligations within the Secured Obligations, and such obligations shall in all respects be limited by the Credit Parties pursuant provisions of Section 26; accordingly, nothing in this Section 14 shall be construed in a manner which shall obligate Grantor to this Agreement shall survive make any payment, or provide any security, to Secured Party with respect to such obligations apart from the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal grant of the security interest in the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Personas set forth in Section 1 hereof. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Loan Documents: (a) Each Credit each Grantor will indemnify each Lender Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) resulting from this Agreement (including enforcement of this Agreement), whether based on contract, tort or the any other Security Documentstheory, whether brought by a third party or (ii) as by such Grantor or any other Loan Party, and regardless of whether any Indemnitee is a result party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the execution or delivery negligence of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii)Indemnitee; provided that such indemnity shall not, as to any particular Indemnified PartyIndemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Indemnitee or (ii) result from a claim brought by such Grantor or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Loan Document, including any liability arising under this Agreement.if such Grantor or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; and (b) Each Credit Party each Grantor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party’s counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement, (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (ivvi) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party’s gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all actual claims, damages, losses, liabilities and out-of-pocket expenses (including including, without limitation, reasonable fees and expenses of counselcounsel but excluding special, indirect, punitive or consequential damages, whether arising in tort, contract or otherwise) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, final nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 18(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors or any Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated. The indemnification provisions Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will Grantor agrees to pay to the Collateral Agent the amount of any and on demand (i) all reasonable out-of-pocket expensescosts and expenses of the Collateral Agent in connection with the preparation, including execution, delivery, administration, modification and amendment of, or any consent or waiver under, this Agreement (including, without limitation, the reasonable out-of-pocket fees and expenses of counsel for the Collateral Agent with respect thereto, with respect to advising the Collateral Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement, with respect to negotiations with any Grantor or with other creditors of any Grantor or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Collateral Agent and each Secured Party in connection with the enforcement of this Agreement, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that for the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other each Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by itwith respect thereto). (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under the other Note Documents: (a) Each Credit Party agrees to each Grantor will indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Agent and each of their Affiliates other Secured Party and their respective officers, directors, employees, agents successors and advisors assigns (each, each such Person being called an “Indemnified PartyIndemnitee”) ), from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) resulting from this Agreement (including enforcement of this Agreement), whether based on contract, tort or the any other Security Documentstheory, whether brought by a third party or (ii) as by such Grantor or any other Issuer or Grantor, and regardless of whether any Indemnitee is a result party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the execution or delivery negligence of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii)any Indemnitee; provided that such indemnity shall not, as to any particular Indemnified PartyIndemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementIndemnitee. (b) Each Credit Party each Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its the Collateral Agent’s counsel and of any experts and agents, that which the Collateral Agent may incur in connection with (i) the administration preparation of this Agreement and the other Security Documentsperfection and preservation of the security interests created under this Agreement, (ii) the administration of this Agreement, (iii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iiiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or hereunder and (ivv) the failure by such Credit Party any Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit The Borrower agrees to pay within 30 days (or earlier if, and to the extent, required under Article III) after the presentation of an invoice all reasonable third-party costs and expenses of (i) the Administrative Agent in connection with the administration of this Agreement and the other Financing Documents and the transactions contemplated hereby and thereby (but without duplication of such obligation under any other Financing Document) and (ii) the Administrative Agent and the Arranger Parties in connection with the preparation, negotiation, execution and delivery of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, audit expenses and, where appropriate, registration of all Financing Documents and (B) the reasonable fees and expenses of counsel for the Administrative Agent. The Borrower further agrees to pay on demand all costs and expenses of the Administrative Agent, each Arranger Party and each Lender Party, if any (including reasonable counsel fees and expenses), in connection with (1) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including reasonable fees and expenses of counsel for the Administrative Agent, each Arranger Party and each Lender Party; (2) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral; (3) the exercise or enforcement of any of the rights of any Agent, any Arranger Party or any Lender Party under any Financing Document; (4) the failure by the Borrower to perform or observe any of the provisions hereof; and (5) any amendments, modifications, waivers or consents required or requested under the Financing Documents. (b) The Borrower agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Administrative Agent, the Depository Bank each Arranger Party and the Secured Parties each Lender Party and each of their Affiliates and their respective officers, directors, employees, agents agents, trustees, attorneys and advisors (each, an “"Indemnified Party”") from and against, and shall pay, against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) or relating to (i) execution, amendment or administration of this Agreement Agreement, the other Financing Documents, any Letter of Credit, any of the transactions contemplated herein or therein or the other Security Documentsactual or proposed use of the proceeds of the Advances or any L/C Borrowings, or (ii) as a result the issuance or transfer of, or payment or failure to pay under, any Letter of Credit or (iii) the actual or alleged presence of Hazardous Materials requiring remediation or other response pursuant to Environmental Law on any property of the execution Borrower or delivery any of this Agreement its Subsidiaries or any Environmental Action relating in any way to the other Security Documents Borrower or the performance by the Credit Parties hereto and thereto any of their respective obligations hereunder and thereunderits Subsidiaries, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the directly and primarily from such Indemnified Party's gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The indemnification provisions Borrower also agrees not to assert any claim against the Administrative Agent, any Lender Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents, attorneys and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under Facilities, the actual or proposed use of the proceeds of the Advances or any other Letter of Credit, the Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, Documents or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) transactions contemplated by the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by itFinancing Documents. (c) The indemnities provided by the Credit Parties Borrower pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Financing Documents, the resignation or removal of the Collateral Administrative Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 9.01 shall 2.06, 2.11(b) or 2.12(c), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be payable not later than 30 days after made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the delivery Borrower shall, upon demand by such Lender Party (with a copy of written such demand to the Company thereforAdministrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advances. (e) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Financing Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any Lender Party, in its sole discretion.

Indemnity and Expenses. (a) Each Credit Party Pledgor jointly and severally agrees to defend, protect, indemnify (without duplication), defend and save and hold each Indemnitee harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all claims, damages, losses, liabilities liabilities, obligations, penalties, fees, reasonable costs and expenses (including including, without limitation, reasonable fees legal fees, costs, expenses and expenses disbursements of each Agent's and each Lender's counsel) to the extent that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising they arise out of or in connection with otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), provided, however, that the Pledgors shall not have any -------- ------- obligation under this Section 10(a) (i) this Agreement to any Indemnitee caused by such Person's gross negligence or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii)willful misconduct, as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in determined by a final, nonappealable final judgment by of a court of competent jurisdiction or (ii) to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party any Lender or its employees Indemnitees arising directly from any action solely between or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit among the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementLenders. (b) Each Credit Party will Pledgor jointly and severally agrees to pay to the Collateral Agent upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees fees, costs, expenses and expenses disbursements of its the Collateral Agent's counsel and of any experts and agentsagents (including, that without limitation, any collateral trustee which may act as agent of the Collateral Agent) which the Collateral Agent may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyPledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party any Pledgor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party The Pledgor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral AgentSecured Party, the Depository Bank and the Secured Parties and each of their Affiliates respective affiliates and their the respective officers, directors, employees, agents and advisors of the foregoing (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party The Pledgor will pay to the Collateral Agent upon demand the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any and/or the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party the Pledgor to perform or observe any of the provisions hereof required to be performed or observed by itprovision hereof. (c) The indemnities provided Pledgor hereby authorizes the Secured Parties, if and to the extent any amount payable by the Credit Parties pursuant Pledgor under the Bridge Loan Agreement is not otherwise paid when due, to this Agreement shall survive the expiration, cancellation, termination charge such amount against any or modification of this Agreement or the other Security Documents, the resignation or removal all of the Collateral Agent, Depository Bank or Accounts of the Pledgor with the Secured Parties and or any of its Affiliates, with the provision of Pledgor remaining liable for any subsequent or additional indemnity by any Persondeficiency. (d) All amounts due Except as otherwise provided herein, the Agent may exercise its rights and remedies under this Section 9.01 shall be payable not later than 30 days after the delivery Security Documents (i) without resistance or interference by the Pledgor, (ii) without payment of written demand any kind to the Company thereforPledgor and (iii) for the account, and at the expense, of the Pledgor. (e) The Pledgor waives (i) the right to assert in any action or proceeding between it and the Secured Parties any offsets or counterclaims that it may have, and (ii) all rights to the marshalling of assets.

Indemnity and Expenses. (a) Each Credit Party The Pledgor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank Trustee and the Secured Parties and each of their its Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”"INDEMNIFIED PARTY") from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party's gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party The Pledgor will upon demand pay to the Collateral Agent Trustee the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent Trustee may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent Trustee or any other Secured Party hereunder, the Holders of the Notes hereunder or (iv) the failure by such Credit Party the Pledgor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities Additionally, in acting hereunder the Trustee is entitled to all rights, privileges, protections, benefits and immunities provided by to it under the Credit Parties pursuant to this Agreement shall survive the expirationIndenture, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal including without limitation Section 7.02 of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any PersonIndenture. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Party agrees to indemnify DEBTOR WILL INDEMNIFY SECURED PARTY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES GROWING OUT OF OR RESULTING FROM THIS AGREEMENT (without duplicationINCLUDING ENFORCEMENT OF THIS AGREEMENT), defend and save and hold harmless each of the Collateral AgentWHETHER OR NOT SUCH CLAIMS, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officersLOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, directorsEXCEPT TO THE EXTENT SUCH CLAIMS, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementLOSSES OR LIABILITIES ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PARTY'S INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party's individual gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit The Borrower agrees to pay within 30 days (or earlier if, and to the extent, required under Section 3.01 of the Common Terms Agreement) after the presentation of an invoice all reasonable third-party costs and expenses of (i) the Administrative Agent in connection with the administration of this Agreement and the other Financing Documents and the transactions contemplated hereby and thereby (but without duplication of such obligation under any other Financing Document) and (ii) the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, audit expenses and, where appropriate, registration of all Financing Documents and (B) the reasonable fees and expenses of counsel for the Administrative Agent. The Borrower further agrees to pay on demand all costs and expenses of the Administrative Agent and each Lender, if any (including reasonable counsel fees and expenses), in connection with (1) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including reasonable fees and expenses of counsel for the Administrative Agent and each Lender; (2) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of any Loan Party, (3) the exercise or enforcement of any of the rights of the Administrative Agent or any Lender under any Financing Document; (4) the failure by such Loan Party to perform or observe any of the provisions hereof; and (5) any amendments, modifications, waivers or consents required or requested under the Financing Documents. (b) The Borrower agrees to indemnify (without duplication), defend and save and hold harmless the Administrative Agent and each of the Collateral Agent, the Depository Bank and the Secured Parties Lender and each of their its Affiliates and their respective officers, directors, employees, agents agents, trustees and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) or relating to (i) execution, amendment or administration of this Agreement Agreement, the other Financing Documents, any of the transactions contemplated herein or therein or the other Security Documentsactual or proposed use of the proceeds of the Advances, or (ii) as a result the actual or alleged presence of Hazardous Materials requiring remediation or other response pursuant to Environmental Law on any property of the execution Borrower or delivery any of this Agreement its Subsidiaries or any Environmental Action relating in any way to the other Security Documents Borrower or the performance by the Credit Parties hereto and thereto any of their respective obligations hereunder and thereunderits Subsidiaries, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the directly and primarily from such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equity holders or creditors or an Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The indemnification provisions Borrower agrees not to assert any claim against the Administrative Agent, any Lender or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents, attorneys and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under any other Facilities, the actual or proposed use of the proceeds of the Advances, the Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, Documents or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) transactions contemplated by the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by itFinancing Documents. (c) The indemnities provided by the Credit Parties Borrower pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Financing Documents, the resignation or removal of the Collateral Administrative Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Personperson. (d) All amounts due under this If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 9.01 shall 2.03, 2.06, 2.09 or 2.10, acceleration of the maturity of the Notes or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be payable not later than 30 days after made, whether pursuant to Section 2.05 or 2.06 or otherwise, the delivery Borrower shall, upon demand by such Lender (with a copy of written such demand to the Company thereforAdministrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Advance. (e) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Financing Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to jointly and severally indemnify (without duplication), defend and save and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors foregoing Persons (each, such Person being called an “Indemnified Party”"Indemnitee") from and against, and shall payhold each harmless from, any and all losses, claims, damages, lossesliabilities, liabilities and related expenses (including reasonable fees the fees, charges and expenses disbursements of counselany counsel for any Indemnitee) that may be incurred by any Indemnitee or asserted or awarded against any Indemnified PartyIndemnitee by a third party or by the Borrower or any other Loan Party arising out of, in each case arising out of or in connection with (i) this Agreement or the other Security Documentswith, or (ii) as a result of of, this Agreement and the execution or delivery other Loan Documents (including enforcement of this Agreement or the and other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii)Loan Documents; provided that such indemnity shall not, as to any particular Indemnified PartyIndemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability or expense is found in a final, nonappealable judgment liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Loan Document, including any liability arising under this Agreement. (b) if such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Credit Party Grantor will upon demand pay to the Collateral Administrative Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and disbursements of any experts and agents, that which the Collateral Administrative Agent may incur in connection with the following: (ia) the administration of this Agreement and the other Security Loan Documents, ; (iib) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiic) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or any other the Secured Party Parties hereunder, or ; or (ivd) the failure by such Credit Party any Grantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) hereof. The indemnities provided by the Credit Parties pursuant to agreements in this Agreement Section 6.2 shall survive the expirationtermination of the Commitments and the repayment, cancellation, termination satisfaction or modification discharge of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any PersonObligations. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each Secured Party and each Representative Party (as defined below) of any of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors foregoing Persons (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counselcounsel (which shall be limited to one (1) counsel to the Collateral Agent and the Lenders (exclusive of one local counsel to the Collateral Agent and the Lenders in each appropriate jurisdiction), unless (x) the interests of the Collateral Agent and the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one (1) additional counsel for such Lender or group of Lenders))) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii)provided that such indemnity shall not, as to any particular Indemnified PartyIndemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from, or to be attributable to, from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Party Indemnitee or its employees such Indemnitee’s Representative Parties or agents. The indemnification provisions (y) result from a claim brought by any Grantor against an Indemnitee for breach of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising Indemnitee’s obligations under this Agreement. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of if such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.Grantor has obtained a final judgment in

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Party from and against, and shall pay, against any and all claims, damageslosses and liabilities in any way relating to, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or and the other Security Documentstransactions contemplated hereby (including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities result solely from Secured Party's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementjurisdiction. (b) Each Credit Party will Grantor shall pay to the Collateral Agent Secured Party upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservationcustody or preservation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided Anything contained in this Agreement to the contrary notwithstanding, the obligations of Grantor set forth in this Section 12 are included herein solely for the purpose of including such obligations within the Secured Obligations, and such obligations shall in all respects be limited by the Credit Parties pursuant provisions of Section 23; accordingly, nothing in this Section 12 shall be construed in a manner which shall obligate Grantor to this Agreement shall survive make any payment, or provide any security, to Secured Party with respect to such obligations apart from the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal grant of the security interest in the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Personas set forth in Section 1 hereof. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor jointly and severally agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted fromfrom such Indemnified Party’s gross negligence, or to be attributable to, the gross negligence or willful misconduct or material breach of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, obligations under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementLoan Documents. (b) Each Credit Party Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket and documented expenses, including including, without limitation, the reasonable and documented fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Party agrees to indemnify DEBTOR WILL INDEMNIFY SECURED PARTY AND EACH LENDER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES GROWING OUT OF OR RESULTING FROM THIS AGREEMENT (without duplicationINCLUDING ENFORCEMENT OF THIS AGREEMENT), defend and save and hold harmless each of the Collateral AgentWHETHER OR NOT SUCH CLAIMS, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officersLOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, directorsEXCEPT TO THE EXTENT SUCH CLAIMS, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this AgreementLOSSES OR LIABILITIES ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PARTY'S INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party's individual gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral AgentAgent and each other Secured Party, the Depository Bank and the each Secured Parties Noteholder and each of their respective Affiliates and their respective officers, directors, employees, agents agents, trustees and advisors (each, an “Indemnified Party”"INDEMNIFIED PARTY") from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement and, with respect to the Collateral Agent, any and all action taken or omitted to be taken by the Collateral Agent under Section 31, whether for the benefit of the Secured Parties or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderSecured Noteholders), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party's gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor jointly and severally agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, within 10 days after receipt of a written request together with backup documentation supporting such reimbursement request, any and all claims, damages, losses, liabilities and expenses (including including, but not limited to, reasonable attorneys’ fees of one counsel for the Indemnified Parties and, if reasonably necessary, a single local counsel to the Indemnified Parties in each relevant jurisdiction and expenses a special or regulatory counsel in each specialty (and, in the case of counselan actual or perceived conflict of interest, one additional counsel and, if reasonably necessary, one additional local counsel and one additional special or regulatory counsel for each Indemnified Party affected by such conflict)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense (x) is found in a final, nonappealable judgment by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party (or any Related Indemnified Party of such Indemnified Party) or a material breach in bad faith by such Indemnified Party (or any Related Indemnified Party of such Indemnified Party) of its employees obligations under the Loan Documents or agents. The indemnification provisions of this Section 9.01(a(y) are not intended to constitute a guaranty of payment has resulted from any dispute solely among Indemnified Parties or their Related Indemnified Parties other than claims against any Indemnified Party in its capacity or in fulfilling its role as an Administrative Agent, Collateral Agent or Lead Arranger or any similar role under any Facility and other than claims arising out of any principal, interest, facility act or commitment fees, rental omission on the part of you or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementyour affiliates. (b) Each Credit Party will Grantor will, within 10 days after receipt of a written request together with backup documentation supporting such reimbursement request, pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its one counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have has resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agentsmisconduct. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(aThis clause (a) shall limit the liability survive termination of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will The Company shall pay to the Collateral Agent from time to time compensation for its services hereunder, as agreed from time to time between the Company and the Collateral Agent. Each Grantor will upon demand pay to the Collateral Agent and the Agents the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent they may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, or (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor. (c) Each Grantor will upon demand pay to the Collateral Agent and the Agents the amount of any and all out-of-pocket expenses, including the fees and expenses of its counsel in connection with (iiii) the exercise or enforcement of any of the rights of the Collateral Agent Agent, the Agents or any the other Secured Party hereunder, Parties hereunder or (ivii) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by it.hereof (cd) The indemnities Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the Credit Parties pursuant to other Security Documents. The provisions of this Agreement Section 5.06 shall survive remain operative and in full force and effect regardless of the expiration, cancellation, termination or modification of this Agreement or the any other Security DocumentsFinance Document, the resignation consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or removal unenforceability of any term or provision of this Agreement or any other Finance Document, or any investigation made by or on behalf of the Collateral Agent, Depository Bank Agent or any other Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) Party. All amounts due under this Section 9.01 5.06 shall be payable not later than 30 days after the delivery of on written demand to therefor and shall bear interest at the Company thereforrate specified in Section 2.06 of the Credit Agreement.

Indemnity and Expenses. (a) Each Credit Party agrees The Grantors hereby jointly and severally agree to indemnify (without duplication), defend and save and hold harmless the Noteholder Collateral Agent and each of the Collateral Agent, the Depository Bank and the other Secured Parties Party and each of their Affiliates and their respective affiliates, officers, directors, employees, agents agents, advisors and advisors other representatives (each, an “Indemnified Party”) from and against, against (and shall pay, reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including including, without limitation, the reasonable fees fees, disbursements and expenses other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement or any other transactions contemplated herein or the other Security Documentsexercise of any rights or remedies provided herein (in all cases except as expressly otherwise provided herein, whether or (ii) as a result not caused or arising, in whole or in part, out of the execution comparative, contributory or delivery sole negligence of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderIndemnified Party), except except, in each case of clause (i) and (ii), as to any particular Indemnified Partycase, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted fromfrom such Indemnified Party’s gross negligence, willful misconduct or bad faith. In the case of an investigation, litigation or proceeding to which this indemnity applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, any of its Subsidiaries, equity holders or creditors, a third party or an Indemnified Party and whether or not an Indemnified Party is otherwise a party thereto. No Indemnified Party shall have any liability (whether direct or indirect, in contract or tort, or otherwise) to be attributable toany Grantor or any of their affiliates, the gross negligence equity holders or willful misconduct creditors arising out of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentsin connection with, or analogous amountsrelated to any aspect of, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured ObligationAgreement, except to the extent of direct damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. It is further agreed that the Indemnified Parties (i) shall only have liability arises under to the Grantors (as opposed to any other Financing DocumentPerson) and, including in each case, shall be liable solely in respect of its own obligations or actions under or in connection with this Agreement on a several, and not joint, basis with any liability other Indemnified Party and (ii) shall not be liable for any special, indirect, consequential or punitive damages. Notwithstanding any other provision hereof, no Indemnified Party shall be liable for any damages arising under this Agreementfrom the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems. (b) Each Credit Party Grantor will upon demand pay to the Noteholder Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Noteholder Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Noteholder Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Noteholder Collateral Agent to any Person to realize upon any Collateral, shall be borne and paid by Grantors. The indemnities provided by Noteholder Collateral Agent shall not be liable or responsible in any way for the Credit Parties pursuant to this Agreement shall survive safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Noteholder Collateral Agent’s actual possession), Depository Bank for any diminution in the value thereof, or Secured Parties and the provision for any act or default of any subsequent warehouseman, carrier, forwarding agency or additional indemnity by any Person. (d) All amounts due under this Section 9.01 other Person whatsoever, but the same shall be payable not later than 30 days after the delivery of written demand to the Company thereforat Grantors’ sole risk.

Indemnity and Expenses. In addition to, and not in qualification of, any similar obligations under other Obligation Documents: (a) Each Credit Party Debtor agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Party from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement) WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR PART, UNDER ANY . CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED BY OR ARISE OUT OF SECURED PARTY'S OWN NEGLIGENCE, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the Secured Party's gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party's gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor jointly and severally agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”” ) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable and documented fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction (i) to have resulted fromfrom such Indemnified Party’s gross negligence, or to be attributable to, the gross negligence or willful misconduct or material breach of its obligations under the Loan Documents, (ii) in the case of a claim brought by any Grantor against another Indemnified Party, to have resulted in a material breach of the obligations of such Indemnified Party under the Loan Documents, or its employees (iii) to have arisen out of or agents. The indemnification provisions in connection with any investigation, litigation or proceeding that does not involve any act or omission of this Section 9.01(athe Grantor that is brought by any Indemnified Party against any other Indemnified Party, and that is not brought against any Agent in their capacities as such and in any such case to which any of the foregoing clauses (i), (ii) are not intended to constitute a guaranty of payment or (iii) applies, such Indemnified Party shall promptly return the amount of any principalcost, interest, facility expense or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent previously reimbursed by such liability arises under any other Financing Document, including any liability arising Grantor under this Agreementparagraph. (b) Each Credit Party Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket and documented expenses, including including, without limitation, the reasonable and documented fees and expenses of its outside counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor severally agrees (to indemnify (without duplication)the extent not promptly reimbursed by the Borrower) to indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) ), pro rata, from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation or proceedings or preparation of a defense in connection therewith) this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s own gross negligence or willful misconduct of its affiliates, directors, officers, employees, advisors or agents. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 19(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors or any Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated. The indemnification provisions Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will Grantor agrees to pay (to the Collateral Agent extent not promptly reimbursed by the amount Borrower) within 30 days of any and demand (i) all reasonable reasonable, documented out-of-pocket expenses, including the reasonable fees costs and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the exercise or enforcement of any of the rights of the Collateral Agent in connection with the preparation, execution, delivery, administration, modification and amendment of, any consent or any other Secured Party hereunderwaiver under, or (iv) the failure by such Credit Party to perform legal advice in respect of rights or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to responsibilities under, this Agreement shall survive the expirationand (ii) all reasonable, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal documented and out-of-pocket costs and expenses of the Collateral AgentAgent in connection with the enforcement of (whether through negotiations, Depository Bank legal proceedings or Secured Parties and otherwise) the provision of any subsequent or additional indemnity by any PersonAgreement. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. The Pledgor agrees: (a) Each Credit Party agrees to To indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective its directors, officers, directors, employees, agents and advisors (each, an “Indemnified Party”) affiliates from and against, and shall pay, against any and all claims, damages, demands, losses, obligations, judgments and liabilities and expenses (including including, without limitation, reasonable attorneys’ fees and expenses of counselexpenses) that may be incurred by or asserted or awarded against in any Indemnified Party, in each case way arising out of or in connection with (i) this Agreement or the other Security DocumentsSecured Obligations, or (ii) except to the extent the same shall arise as a result of the execution or delivery of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended the party seeking to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligationsbe indemnified; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement.and (b) Each Credit To pay and reimburse the Secured Party will pay to the Collateral Agent the amount of any and upon demand for all reasonable out-of-pocket expensescosts and expenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservationuse or preservation of, or the sale of, collection from or other realization upon, any of the Collateral Collateral, including the reasonable expenses of such Credit Partyre-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder, under the rights of the Collateral Agent Secured Obligations or any other Secured Party hereunderotherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by such Credit Party the Pledgor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) hereof. The indemnities provided by the Credit Parties pursuant to provisions of this Agreement Section 13 shall survive the expiration, cancellation, termination or modification execution and delivery of this Agreement or the other Security DocumentsAgreement, the resignation or removal repayment of any of the Collateral AgentSecured Obligations, Depository Bank or the termination of the commitments of Secured Parties Party under the Secured Obligations and the provision termination of any subsequent or additional indemnity by any Personthis Agreement. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in ---------------------- qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Debtors will indemnify Secured Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Lender from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such indemnified party's individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Debtors will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party any Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party's individual gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified 20Midway – Security Agreement Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (ba) Each Credit Party Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable and documented out-of-pocket expensesexpenses incurred by each Secured Party and each of their Affiliates, including including, without limitation, the reasonable and documented fees and expenses of its Ontario, New York and Nevada counsel for the Collateral Agent and the Secured Parties (provided that the Grantors will not be responsible for the payment of legal costs of more than one legal counsel in each of New York, Nevada and any other applicable jurisdiction) and of any reasonable and documented costs of experts and agentsagents engaged by the Secured Parties in relation hereto, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party The Collateral Provider agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documentsany Collateral (including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement and any breach or alleged breach of any of the other Security Documents representations, warranties or the performance covenants, or agreements made by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderCollateral Provider hereunder), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementwilful misconduct. (b) Each Credit Party The Collateral Provider will upon demand pay to the Collateral Agent or the Secured Parties the amount of any and all taxes and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent or the Secured Parties may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other the Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party the Collateral Provider to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party agrees to indemnify (without duplication)The Pledgors agree to, jointly and severally, indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors Related Parties (each, an “Indemnified Party”) from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including reasonable including, without limitation, the fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party misconduct. (b) The Pledgors shall pay and save the Agent and the other Secured Parties from any and all liabilities with respect to, or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of resulting from any principaldelay by any Pledgor in paying, interestany and all stamp, facility or commitment feesexcise, rental sales or other lease payments, taxes that may be payable or analogous amounts, under determined to be payable with respect to any Secured Obligations; provided that nothing of the Collateral or in this Section 9.01(a) shall limit connection with any of the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under transactions contemplated by this Agreement. (bc) Each Credit Party The Pledgors will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservationcustody or preservation of, or the sale of, collection from or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any the other Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party any Pledgor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Personhereof. (d) All amounts due under The agreements in this Section 9.01 14 shall be payable not later than 30 days after survive repayment of the delivery of written demand to the Company thereforSecured Obligations.

Indemnity and Expenses. (a) Each Credit Party The Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank Agent and the Secured Parties and each of their Affiliates and their its respective officers, directors, employees, agents and advisors (each, an “"Indemnified Party”") from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of outside counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with (i) or resulting from this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party's gross negligence or willful misconduct of such Indemnified Party or its employees or agentsmisconduct. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. 16 <PAGE> (b) Each Credit Party The Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its outside counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, or preservation, or the sale of, collection from or other realization upon, any of the Collateral of such Credit Partythe Grantor, (iiiii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, hereunder or (iviii) the failure by such Credit Party the Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by For the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification avoidance of this Agreement or the other Security Documentsdoubt, the resignation or removal indemnities set forth in this Section are in addition to any indemnities in favor of the Collateral AgentAgent as are set forth in the other Note Documents, Depository Bank or Secured Parties including, without limitation, Section 2.5 of the Collateral Agency and Intercreditor Agreement and Section 8.2 of the provision of any subsequent or additional indemnity by any PersonCommon Terms Agreement. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents: (a) Each Credit Debtor will indemnify Secured Party agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Lender from and against, and shall pay, against any and all claims, damages, losses, losses and liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or the other Security Documents, or (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISE OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE OR ANY CLAIM OR THEORY OF STRICT LIABILITY, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities are proximately caused by a court of competent jurisdiction to have resulted from, or to be attributable to, the such indemnified party's individual gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementmisconduct. (b) Each Credit Party Debtor will upon demand pay to the Collateral Agent Secured Party the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses disbursements of its Secured Party's counsel and of any experts and agents, that the Collateral Agent which Secured Party may incur in connection with (i) the administration transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the other Security Documentsperfection and preservation of this security interest created under this Agreement, (iiiii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit Party, Collateral; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, ; or (ivvi) the failure by such Credit Party Debtor to perform or observe any of the provisions hereof required to be performed hereof, except expenses resulting from Secured Party's individual gross negligence or observed by itwillful misconduct. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party agrees The Grantors jointly and severally agree to indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party, each Lender and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) Selected Revolving Lender from and against, and shall pay, against any and all claims, damageslosses and liabilities in any way relating to, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising growing out of or in connection with (i) resulting from this Agreement or and the other Security Documents, or transactions contemplated hereby (ii) as a result of the execution or delivery including enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimclaims, damage, loss, liability losses or expense is found in a final, nonappealable judgment liabilities result solely from the Secured Party's or such Lender's or Selected Revolving Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementjurisdiction. (b) Each Credit Party will The Grantors jointly and severally agree to pay to the Collateral Agent Secured Party upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party any Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by obligations of the Credit Parties pursuant to Grantors in this Agreement Section 18 shall (i) ---------- survive the expiration, cancellation, termination or modification of this Agreement or and the discharge of the Grantors' other Obligations under this Agreement, the Selected Revolving Lender Swap Contracts, the Selected Revolving Lender Cash Management Services, the Credit Agreement and the other Security DocumentsLoan Documents and (ii), the resignation or removal of the Collateral Agentas to any Grantor that is a party to a Guaranty, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand subject to the Company thereforprovisions of Section 1(b) thereof.

Indemnity and Expenses. (a) Each The Borrower agrees to pay within 30 days (or earlier if, and to the extent, required under Article III) after the presentation of an invoice all reasonable third-party costs and expenses of (i) the Administrative Agent in connection with the administration of this Agreement and the other Financing Documents and the transactions contemplated hereby and thereby (but without duplication of such obligation under any other Financing Document) and (ii) the Administrative Agent and the Arranger Parties in connection with the preparation, negotiation, execution and delivery of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, audit expenses and, where appropriate, registration of all Financing Documents and (B) the reasonable fees and expenses of counsel for the Administrative Agent. The Borrower further agrees to pay on demand all costs and expenses of the Administrative Agent, each Arranger Party and each Lender Party, if any (including reasonable counsel fees and expenses), in connection with (1) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including reasonable fees and expenses of counsel for the Administrative Agent, each Arranger Party and each Lender Party; (2) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any collateral; (3) the exercise or enforcement of any of the rights of the Administrative Agent, any Arranger Party or any Lender Party under any 80 AESC Credit Party Agreement Financing Document; (4) the failure by the Borrower to perform or observe any of the provisions hereof; and (5) any amendments, modifications, waivers or consents required or requested under the Financing Documents. (b) The Borrower agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral Administrative Agent, the Depository Bank each Arranger Party and the Secured Parties each Lender Party and each of their Affiliates and their respective officers, directors, employees, agents agents, sub-agents, trustees, attorneys and advisors (each, an “Indemnified Party”) from and against, and shall pay, against any and all claims, damages, losses, costs, liabilities and expenses (including reasonable fees and expenses of counsel, including the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) or relating to (i) execution, amendment or administration of this Agreement Agreement, the other Financing Documents, any Letter of Credit, any of the transactions contemplated herein or therein or the other Security Documentsactual or proposed use of the proceeds of the Advances or any L/C Borrowings, or (ii) as a result the issuance or transfer of, or payment or failure to pay under, any Letter of Credit or (iii) the actual or alleged presence of Hazardous Materials requiring remediation or other response pursuant to Environmental Law on any property of the execution Borrower or delivery any of this Agreement its Subsidiaries or any Environmental Action relating in any way to the other Security Documents Borrower or the performance by the Credit Parties hereto and thereto any of their respective obligations hereunder and thereunderits Subsidiaries, except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the directly and primarily from such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or its employees any other Person, whether or agentsnot any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The indemnification provisions Borrower also agrees not to assert any claim against the Administrative Agent, any Lender Party or any of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease paymentstheir Affiliates, or analogous amountsany of their respective officers, under directors, employees, agents, attorneys and advisors, on any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability theory of any Credit Party liability, for the payment special, indirect, consequential or punitive damages arising out of any Secured Obligation, or otherwise relating to the extent such liability arises under Facility, the actual or proposed use of the proceeds of the Advances or any other Letter of Credit, the Financing Document, including any liability arising under this Agreement. (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, Documents or the sale of, collection from or other realization upon, any of the Collateral of such Credit Party, (iii) transactions contemplated by the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions hereof required to be performed or observed by itFinancing Documents. (c) The indemnities provided by the Credit Parties Borrower pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Financing Documents, the resignation or removal of the Collateral Administrative Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 9.01 shall 2.06, 2.11(b) or 2.12(c), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be payable not later made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, or if a Lender assigns any Eurodollar Rate Advance other than 30 days after on the delivery last day of written the Interest Period applicable thereto as a 81 AESC Credit Agreement result of a request by the Borrower pursuant to Section 8.07(a), the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Company thereforAdministrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advances. (e) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Financing Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any Lender Party, in its sole discretion.

Indemnity and Expenses. (a) Each Credit Party The Grantor agrees to defend, protect, indemnify (without duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank and the Secured Parties Party (and each all of their Affiliates and their respective its officers, directors, employees, agents attorneys, consultants and advisors (each, an “Indemnified Party”agents) from and against, and shall pay, against any and all claims, losses, damages, lossesliabilities, liabilities obligations, penalties, fees, reasonable costs and expenses (including including, without limitation, reasonable fees attorneys’ fees, costs, expenses and expenses of counseldisbursements) to the extent that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising they arise out of or otherwise result from or relate to or are in connection with (i) this Agreement or the other Security Documents(including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii)except, as to any particular Indemnified Partysuch indemnified Person, to the extent claims, losses or liabilities resulting solely and directly from such claimPerson’s gross negligence or willful misconduct, damage, loss, liability or expense is found in as determined by a final, nonappealable final judgment by of a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementjurisdiction. (b) Each Credit Party will The Grantor agrees to pay to the Collateral Agent Secured Party upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees fees, costs, expenses and expenses disbursements of its counsel for the Secured Party and of any experts and agentsagents (including, that without limitation, any collateral trustee which may act as agent of the Collateral Agent Secured Party), which the Secured Party may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party the Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Security Documents, the resignation or removal of the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any Person. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication), defend and save and hold harmless each of the Collateral AgentSecured Party, the Depository Bank its directors, officers, employees and the Secured Parties representatives and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified PartyIndemnitee”) from and against, and shall pay, hold each of them harmless against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities claims, actions, judgments, suits, costs, expenses and expenses disbursements (including without limitation, the reasonable fees and expenses of counselits counsel and of any experts and agents) that may be incurred by any of them as a result of, or asserted arising out of, or awarded against in any Indemnified Partyway related to, or by reason of, any investigation, litigation or other proceeding (whether or not Secured Party is a party thereto) in each case arising any way relating to, growing out of or in connection with (i) resulting from this Agreement or and the other Security Documentstransactions contemplated hereby (including, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claimliabilities, damageobligations, losslosses, liability or expense is found in a finaldamages, nonappealable judgment by a court of competent jurisdiction to have resulted frompenalties, or to be attributable toclaims, actions, judgments, suits, costs, expenses and disbursements result solely from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The indemnification provisions the Indemnitee to be indemnified as finally determined by a court of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a) shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreementcompetent jurisdiction. (b) Each Credit Party will Grantor shall pay to the Collateral Agent Secured Party upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent Secured Party may incur in connection with (i) the administration of this Agreement and the other Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from from, or other realization upon, any of the Collateral of such Credit PartyCollateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder, or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by it. (cv) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expiration, cancellation, termination or modification defense of this Agreement or the other Security Documents, the resignation or removal any claim under Section 547 of the Collateral AgentBankruptcy Code for the avoidance of the security interest granted hereby, Depository Bank or Secured Parties and for the provision avoidance of any subsequent of the Secured Obligations or additional indemnity by for the recovery of any PersonCollateral. (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company therefor.

Indemnity and Expenses. (a) Each Credit Party Grantor agrees to indemnify (without duplication)indemnify, defend and save and hold harmless each of the Collateral Agent, the Depository Bank Agent and the each Non-Shared Secured Parties Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “"Indemnified Party”") from and against, and shall paypay on demand, any and all claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Non-Shared Security Agreement (i) this Agreement or the other Security Documentsincluding, or (ii) as a result of the execution or delivery without limitation, enforcement of this Agreement or the other Non-Shared Security Documents or the performance by the Credit Parties hereto and thereto of their respective obligations hereunder and thereunderAgreement), except in each case of clause (i) and (ii), as to any particular Indemnified Party, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the from such Indemnified Party's gross negligence or willful misconduct of such Indemnified Party or its employees or agentsmisconduct. The indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of payment of any principal, interest, facility or commitment fees, rental or other lease payments, or analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a19(a) shall limit the liability survive termination of any Credit Party for the payment of any Secured Obligation, to the extent such liability arises under any other Financing Document, including any liability arising under this Agreement. (b) Each Credit Party Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including including, without limitation, the reasonable fees and expenses of its their counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Non-Shared Security DocumentsAgreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Non-Shared Collateral of such Credit PartyGrantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent Agent, the Representatives or any the other Non-Shared Secured Party hereunder, Parties hereunder or (iv) the failure by such Credit Party Grantor to perform or observe any of the provisions hereof required to be performed or observed by ithereof. (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive the expirationEACH GRANTOR ACKNOWLEDGES THAT THIS NON-SHARED SECURITY AGREEMENT AND OTHER TRANSACTION DOCUMENTS CONTAIN PROVISIONS RELEASING EACH INDEMNIFIED PARTY FROM LIABILITY AND/OR INDEMNIFYING AND HOLDING HARMLESS EACH INDEMNIFIED PARTY FOR, cancellationAMONG OTHER THINGS, termination or modification of this Agreement or the other Security DocumentsINDEMNIFIED PARTY'S OWN NEGLIGENCE. EACH GRANTOR AGREES THAT THE RELEASE AND/OR INDEMNITY PROVISIONS CONTAINED IN THESE DOCUMENTS ARE CAPTIONED TO CLEARLY IDENTIFY THE RELEASE AND/OR INDEMNITY PROVISIONS AND, the resignation or removal of the Collateral AgentTHEREFORE, Depository Bank or Secured Parties and the provision of any subsequent or additional indemnity by any PersonARE SO CONSPICUOUS THAT EACH GRANTOR HAS FAIR NOTICE OF THE EXISTENCE AND CONTENTS OF SUCH PROVISIONS. EACH GRANTOR HEREBY WAIVES ANY DEFENSES IT MIGHT ASSERT AGAINST EACH INDEMNIFIED PARTY BASED ON THE HOLDING OF THE TEXAS SUPREME COURT IN ETHYL CORP. x. XXXXXX CONST. CO. , 725 S.W.2d 705 (dTex. 1987), PAGE PETROLEUM, INC., et al. V. DRESSER INDUSTRIES, INC., et al., 853 S.W.2d 505 (Tex. 1993), AND QUORUM HEALTH RESOURCES, L.L.C. v. MAVERICK COUNTY HOSPITAL DISTRICT et al., 308 F.3rd 451 (5th Cir. 2002) All amounts due under this Section 9.01 shall be payable not later than 30 days after the delivery of written demand to the Company thereforAND ANY RELATED CASE LAW HOLDINGS.