Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) The Pledgor hereby agrees to indemnify and hold each Secured Party (and all of its officers, directors, employees, attorneys, consultants) harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined by a court of competent jurisdiction. (b) The Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable amount of any and all out-of-pocket costs and expenses, including the reasonable fees and disbursements of such Secured Party’s counsel and of any experts which such Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged Collateral, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify and hold harmless the Lender and each Secured Party (and all of its Affiliates, officers, directors, employees, attorneys, consultantsagents and advisors (each an “Indemnified Party”) harmless from and against any and all claims, damageslosses and liabilities arising out of or in connection with or by reason of this Agreement or any of the transactions contemplated herein, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) except to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except such claims, losses or liabilities arising or resulting directly from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) The Pledgor shall be obligated forGrantor hereby agrees not to assert any claim against any Indemnified Party, and will on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or the other Loan Documents. (c) The Grantor will, upon demand demand, pay to each Secured applicable Indemnified Party the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which and agents, that such Secured Indemnified Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Indemnified Party hereunder, or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneystrustees, consultantsagents and advisors (each, an “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend, save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from any claims by third parties involving this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor Each Grantor shall be obligated for, and will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify and hold each harmless the Secured Party (and all each of its Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losseslosses (other than lost profits), liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal and documented fees and disbursements out-of-pocket 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 any enforcement, investigation, litigation or proceeding related to this Agreement, except to the extent that they arise out such claim, damage, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or otherwise result from this Agreement willful misconduct. (b) Each Grantor will upon demand pay to the Secured Party the amount of any and all reasonable and documented expenses, 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 as determined by a court of competent jurisdiction. (b) The Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable amount of any and all documented fees and out-of-pocket costs and expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such and agents, that the Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Secured Party hereunder, hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby agrees to indemnify indemnify, defend and save and hold harmless MLCS and each Secured Party (and all of its Affiliates and its respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and will upon demand pay to each Secured Party MLCS the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that MLCS may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, custody or preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Pledgor, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, MLCS hereunder or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneystrustees, consultantsagents and advisors (each, an “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, including reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, including enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby agrees Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold each the Secured Party (and all of its officers, directors, employees, attorneys, consultants) harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities arising or to the extent resulting directly from such Person’s gross negligence or willful misconduct misconduct, as determined by a final judgment of a court of competent jurisdictionjurisdiction no longer subject to appeal. (b) The Pledgor shall be obligated forEach Grantor agrees, jointly and will severally, to pay to the Secured Party upon demand pay to each Secured Party the reasonable amount of any and all out-of-pocket costs and expenses, including the reasonable fees fees, costs, expenses and disbursements of such counsel for the Secured Party’s counsel Party and of any experts and agents (including, without limitation, any collateral trustee which such may act as agent of the Secured Party), which the Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged Collateral, (iii) the exercise or enforcement of any of the rights of such the Secured Party hereunder, or (iv) the failure by the Pledgor any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its Affiliates and their respective officers, directors, employees, attorneystrustees, consultantsagents and advisors (each, an “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, including reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, including enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The undertakings in this Section 22 shall survive termination of this Agreement, the payment of all Obligations and the resignation of the Collateral Agent.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The agreements in this Section 8.05 shall survive repayment of the Guaranteed Obligations and all other amounts payable under the Note Purchase Agreement, the Limited Guaranty and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Pledgor hereby agrees Each Grantor agrees, to the fullest extent permitted by law, to indemnify and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay within ten (10) Business Days of written demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all reasonable and documented out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless the Purchaser and each Secured Party (and all of its affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Purchaser the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Purchaser may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Purchaser hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor jointly and severally agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneystrustees, consultantsagents and advisors (each, an “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, including reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, including enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and reasonable expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless Lender and each Secured Party (and all of its affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction. (b) The Pledgor shall be obligated for, and misconduct. Grantor will upon demand pay to each Secured Party the reasonable Lender the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Lender hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The obligations of the Grantors under this Section 20 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and hold save each Secured Party (and all each of its Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) from, and hold harmless from each Indemnified Party against, and against shall pay on written demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, the reasonable legal fees fees, charges and disbursements of counselcounsel for any Indemnified Party) to the extent that they arise incurred by or asserted against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Trustee the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Trustee may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendmentmodification and amendment of, or any consent or waiver or other modification or termination of under this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateral, of the Collateral of such Grantor and (iii) the exercise or enforcement of any this Agreement or the exercise, enforcement or protection of the rights of such the Collateral Trustee or the other Secured Party Parties hereunder, or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify and hold each all Secured Party (and all of its officers, directors, employees, attorneys, consultants) harmless Parties from and against any and all claims, damages, losses, liabilities, obligations, penalties, lawsuits and liabilities (including reasonable attorneys’ fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) to the extent that they arise arising out of or otherwise result resulting from this Agreement (including, without limitation, including enforcement of this Agreement)) or any other Transaction Document, except claims, losses or liabilities arising or resulting directly from such Person’s 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. This provision shall survive the termination of this Agreement and the Transaction Documents and the Satisfaction in Full of the Secured Obligations. (b) The Pledgor shall be obligated forGrantor shall, and will upon demand demand, pay to each Secured Party the Collateral Agent all of the reasonable amount of any and all out-of-pocket costs and expenses, including expenses which the reasonable fees and disbursements of such Secured Party’s counsel and of any experts which such Secured Party Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any Pledged Collateralof the Collateral in accordance with this Agreement and the other Transaction Documents. The Grantor shall, upon demand, pay to each Secured Party all of the reasonable costs and expenses which such Secured Party may incur in connection with (iiii) the exercise or enforcement of any of the rights of such Secured Party hereunder, hereunder or (ivii) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Pledgor hereby agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Each Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Pledgor, (iii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the such Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct. The obligations of the Grantor under this paragraph shall survive the termination of this Agreement (and any earlier resignation or removal of the Collateral Agent). (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including disbursements, advances and costs, including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "INDEMNIFIED PARTY") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense resulted from such Person’s Indemnified Party's gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby agrees to indemnify and hold each the Secured Party (and all of its officers, directors, employees, attorneys, consultants) harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined by a court of competent jurisdiction. (b) The Pledgor shall be obligated for, and will upon demand pay to each the Secured Party the reasonable amount of any and all out-of-pocket costs and expenses, including the reasonable fees and disbursements of such the Secured Party’s counsel and of any experts which such the Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged Collateral, (iii) the exercise or enforcement of any of the rights of such the Secured Party hereunder, or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneystrustees, consultantsagents and advisors (each, an “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgement by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend, save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from any claims by third parties involving this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense resulted from such Person’s Indemnified Party's gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon within ten Business Days after demand therefor pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, ---------------------- defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneystrustees, consultantsagents and advisors (each, an "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgement by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor, jointly and severally, agrees to indemnify the Trustee, the Initial Purchasers and hold each Secured Party (and all of its officers, directors, employees, attorneys, consultants) harmless the Noteholders from and against any and all claims, damages, losses, liabilities, obligations, penalties, lawsuits and liabilities (including reasonable attorneys’ fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) to the extent that they arise growing out of or otherwise result resulting from this Agreement (including, without limitation, enforcement of this Agreement)) or any other Note Document to which such Grantor is a party, except claims, losses or liabilities arising or resulting directly from such Person’s 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. This provision shall survive the termination of this Agreement and the Indenture and the repayment of the Secured Obligations. (b) The Pledgor shall be obligated forGrantors shall, and will upon demand demand, pay to each Secured Party the reasonable Trustee, jointly and severally, the amount of any and all out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel incurred and the fees and expenses of any experts and agents, which such Secured Party the Trustee may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any Pledged Collateralof the Collateral in accordance with this Agreement and the other Note Documents, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Trustee hereunder or (iv) the failure by any of the Pledgor Grantors to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Creditor Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, including reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement the Financing Documents (including, without limitation, including enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense if found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted directly and primarily from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Grantor will upon written demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable, documented expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreementany Financing Document to which it is a party, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such Secured the Collateral Agent or any other Creditor Party hereunder, hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof. (c) The indemnities provided by the Grantor pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Financing Documents, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity by any Person.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "INDEMNIFIED PARTY") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless the Second Priority Collateral Trustees, each Second Priority Representative and each Second Priority Secured Party (Holder and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement)) or any other Second Priority Collateral Document except to the extent such claim, except claimsdamage, losses loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Second Priority Collateral Trustees the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s their counsel and of any experts which such Secured Party and agents, that the Second Priority Collateral Trustees may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Second Priority Collateral Trustees, the Second Priority Representatives or the other Second Priority Secured Party hereunder, Holders hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify defend and save and hold harmless the Collateral Agent and each Secured Party (and all each of its their Affiliates, and their respective officers, directors, employees, attorneys, consultantsagents and advisors (each an "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, of or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losseslosses (other than lost profits), liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal and documented fees and disbursements out-of-pocket 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 any enforcement, investigation, litigation or proceeding related to this Agreement, except to the extent that they arise out such claim, damage, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or otherwise result from this Agreement willful misconduct. (b) Each Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable and documented expenses, 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 as determined by a court of competent jurisdiction. (b) The Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable amount of any and all documented fees and out-of-pocket costs and expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non- appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each of the Grantors ---------------------- jointly and severally agrees to indemnify and hold the Agent, each Secured Party (and all each of its their respective officers, directors, employees, attorneysagents and advisors (each an "Indemnified Party") from, consultants) and hold each of them harmless from and against against, any and all ----------------- claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements reasonable expenses of counsel) to the extent that they arise arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent that such claims, losses or damages, losses, liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined and expenses are found in a final, nonappealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, Each Grantor jointly and will upon demand severally agrees to pay to each Secured Party the reasonable Agent, upon demand, the amount of any and all out-of-pocket costs and expensesexpenses (including, including without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents) that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such any Secured Party hereunder, hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Pledgor hereby agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Each Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Pledgor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the such Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless Lender and each Secured Party (and all of its Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Lender the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Lender hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Collateral Agent or the other Lenders hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person.

Indemnity and Expenses. (a) The Pledgor hereby agrees Grantors jointly and severally agree to indemnify Secured Party, each Lender and hold each Secured Party (and all of its officers, directors, employees, attorneys, consultants) harmless Hedge Agreement Counterparty from and against any and all claims, damageslosses and liabilities in any way relating to, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) to the extent that they arise growing out of or otherwise result resulting from this Agreement and the transactions contemplated hereby (including, including without limitation, limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities arising result solely from Secured Party's or resulting directly from such Person’s Exh. XIII-27 Lender's or such Hedge Agreement Counterparty's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) The Pledgor shall be obligated for, Grantors jointly and will upon demand severally agree to pay to each Secured Party upon presentation of an invoice therefore, the reasonable amount of any and all out-of-pocket costs and expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such and agents, that Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, or (iv) the failure by the Pledgor any Grantor to perform or observe any of the provisions hereof. (c) The obligations of Grantors in this Section 18 shall (i) survive the termination of this Agreement and the discharge of Grantors' other obligations under this Agreement, the Secured Hedge Agreements, the Credit Agreement and the other Loan Documents and (ii), as to any Grantor that is a party to a Subsidiary Guaranty, be subject to the provisions of Section 1(b) thereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, settlement costs, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel (including the allocated cost of internal counsel)) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel (including Shearman & Sterling LLP) and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. l 2 (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless Lender and each Secured Party (and all of its Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction. (b) The Pledgor shall be obligated for, and misconduct. Grantor will upon demand pay to each Secured Party the reasonable Lender the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Lender hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold each harmless the Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each the Secured Party the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such and agents, that the Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Secured Party hereunder, hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (Creditor and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Creditors hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Borrower agrees to indemnify indemnify, defend and hold save the Lender and each Secured Party (and all of its Affiliates and its respective officers, directors, employees, attorneysagents, consultantssub-agents and advisors (each, an “Indemnified Party”) from, and hold harmless from each Indemnified Party against, and against shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and related expenses (including, without limitation, reasonable legal fees the fees, charges and disbursements of counselcounsel for any Indemnified Party) to the extent that they arise incurred by or asserted against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Borrower will upon demand pay to each Secured Party the reasonable Lender the amount of any and all reasonable documented out-of-pocket costs and expenses, including including, without limitation, the reasonable and documented out-of-pocket fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Borrower, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Lender or (iv) the failure by the Pledgor Borrower to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify ----------------------- indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non- appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (ba) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneystrustees, consultantsagents and advisors (each, an “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgement by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify ---------------------- indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non- appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneystrustees, consultantsagents and advisors (each, an “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party , in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, ,enforcement of this Agreement), except claimsto the extent such claim,damage, losses loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgement by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Borrower agrees to indemnify indemnify, defend and save and hold harmless Lender and each Secured Party (and all of its Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction. (b) The Pledgor shall be obligated for, and misconduct. Borrower will upon demand pay to each Secured Party the reasonable Lender the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Lender hereunder or (iv) the failure by the Pledgor Borrower to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The agreements in this Section 8.05 shall survive repayment of the Obligations and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify and hold harmless the Lender and each Secured Party (and all of its Affiliates, officers, directors, employees, attorneys, consultantsagents and advisors (each an “Indemnified Party”) harmless from and against any and all claims, damageslosses and liabilities arising out of or in connection with or by reason of this Agreement or any of the transactions contemplated herein, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) except to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except such claims, losses or liabilities arising or resulting directly result from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) The Pledgor shall be obligated forGrantor hereby agrees not to assert any claim against any Indemnified Party, and will on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or the other Loan Documents. (c) The Grantor will, upon demand demand, pay to each Secured applicable Indemnified Party the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which and agents, that such Secured Indemnified Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Indemnified Party hereunder, or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "INDEMNIFIED PARTY") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby 20.1. Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and 20.2. Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Pledgor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Creditor Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, including reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement the Financing Documents (including, without limitation, including enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense if found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted directly and primarily from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreementany Financing Document to which it is a party, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such Secured the Collateral Agent or any other Creditor Party hereunder, hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The indemnities provided by the Grantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Financing Documents, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity by any Person.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "INDEMNIFIED PARTY") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.. CERC - Pledge Agreement

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s Indemnified Party's gross negligence or willful misconduct as determined or breach of this Agreement by a court of competent jurisdictionthe Secured Party. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with with: (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party Parties hereunder, or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless the Collateral Agent and each other Secured Party (and all each of its their respective Affiliates and their respective officers, directors, employees, attorneysagents, consultantstrustees and advisors (each, an “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements 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 Agreement, except to the extent that they arise out such claim, damage, loss, liability or expense resulted from such Indemnified Party’s gross negligence or willful misconduct. (b) Each Grantor will upon demand pay to the Collateral Agent the amount of or otherwise result from this Agreement (any and all reasonable expenses, 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 as determined by a court of competent jurisdiction. (b) The Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable amount of any and all out-of-pocket costs and expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby agrees Each Foreign Grantor agrees, to the fullest extent permitted by law, to indemnify and hold harmless each Foreign Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay within ten (10) Business Days of written demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. This Section 23(a) shall not apply with respect to Taxes, other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) The Pledgor shall be obligated for, and Each Foreign Grantor will upon demand pay to each Secured Party the reasonable Foreign Administrative Agent the amount of any and all reasonable and documented out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Foreign Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Foreign Grantor, (iii) the exercise or enforcement of any of the rights of such the Foreign Administrative Agent or the other Foreign Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Foreign Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and hold save each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) from, and hold harmless from each Indemnified Party against, and against shall pay on written demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, the reasonable legal fees fees, charges and disbursements of counselcounsel for any Indemnified Party) to the extent that they arise incurred by or asserted against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendmentmodification and amendment of, or any consent or waiver or other modification or termination of under this Agreement, . (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateral, of the Collateral of such Grantor and (iii) the exercise or enforcement of any this Agreement or the exercise, enforcement or protection of the rights of such the Collateral Agent or the other Secured Party Parties hereunder, or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. The Company (ai) The Pledgor hereby agrees to indemnify indemnify, defend, ---------------------- save and hold harmless the Collateral Agent and each Secured Party (Pledge Beneficiary and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s Indemnified Party's gross negligence or willful misconduct as determined by a court of competent jurisdiction. and (bii) The Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents that the Collateral Agent may incur in connection with (ia) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (iib) the custody, preservation, custody preservation use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Company, (iiic) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Collateral Agent or the Pledge Beneficiaries hereunder or (ivd) the failure by the Pledgor Company to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "INDEMNIFIED PARTY") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's bad faith, gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each of the Grantors ---------------------- jointly and severally agrees to indemnify and hold the Agent, each Secured Party (and all each of its their respective officers, directors, employees, attorneysagents and advisors (each an "Indemnified Party") from, consultants) and hold each of them harmless from and against against, any and all ----------------- claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements reasonable expenses of counsel) to the extent that they arise arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent that such claims, losses or damages, losses, liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined and expenses are found in a final, nonappealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, Each Grantor jointly and will upon demand severally agrees to pay to each Secured Party the reasonable Agent, upon demand, the amount of any and all out-of-pocket costs and expensesexpenses (including, including without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents) that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Intellectual Property Collateral, (iii) the exercise or enforcement of any of the rights of such any Secured Party hereunder, hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "INDEMNIFIED PARTY") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent counsel that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense has resulted from such Person’s Indemnified Party's gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all reasonable out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (iior(ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor. (c) Each Grantor will upon demand pay to the Administrative Agent the amount of any and all out-of-pocket expenses, including, without limitation, the fees, disbursements and other charges of counsel in connection with (iiii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (ivii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless the Collateral Agent, each of the other Secured Party (Parties and all each of its their respective Affiliates, officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement)) except to the extent such claim, except claimsdamage, losses loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Collateral Agent or the Lenders hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless the Collateral Trustee, each Representative and each Secured Party (Holder and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense resulted from such Person’s Indemnified Party's gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Grantor will upon demand pay to each Secured Party the reasonable Collateral Trustee the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Trustee may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such the Collateral Trustee, the Representatives or the other Secured Party hereunder, Holders hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Borrower agrees to indemnify indemnify, defend and save and hold harmless Lender and each Secured Party (and all of its Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Borrower will upon demand pay to each Secured Party the reasonable Lender the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Lender hereunder or (iv) the failure by the Pledgor Borrower to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (Party, each of their respective affiliates and all of its the respective officers, directors, employees, attorneysagents and advisors of the foregoing (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and will pay upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such the Agent and/or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor to perform or observe any of the provisions provision hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (of the Collateral Agent and all the Lenders, and each of its their Affiliates and their respective officers, directors, employees, attorneysagents, consultantstrustees and advisors (each, an "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Security Agreement (including, without limitation, enforcement of this Security Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Collateral Agent or the other Lenders hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person.

Indemnity and Expenses. (a) The Pledgor hereby Each Borrower agrees to indemnify indemnify, defend and save and hold harmless each Collateral Trustee, each Representative and each Secured Party (Holder and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Borrower will upon demand pay to each Secured Party Collateral Trustee the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which and agents, that such Secured Party Collateral Trustee may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Pledgor, (iii) the exercise or enforcement of any of the rights of such Collateral Trustee, any Representative or any Secured Party hereunder, Holder hereunder or (iv) the failure by the such Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Pledgor hereby agrees to indemnify indemnify, defend and save and hold harmless the Collateral Trustee and each Secured Party (and all of its officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Personan Indemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Each Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable Collateral Trustee the amount of any and all out-of-pocket costs and expensesexpenses documented in customary detail, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents documented in customary detail, that the Collateral Trustee may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Pledgor, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Collateral Trustee or the other holders of Junior Lien Obligations hereunder or (iv) the failure by the such Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Borrower agrees to indemnify indemnify, defend and save and hold harmless each Collateral Trustee, each Representative and each Secured Party (Holder and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "INDEMNIFIED PARTY") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non- appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Borrower will upon demand pay to each Secured Party Collateral Trustee the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which and agents, that such Secured Party Collateral Trustee may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Pledgor, (iii) the exercise or enforcement of any of the rights of such Collateral Trustee any Representative or any Secured Party hereunder, Holder hereunder or (iv) the failure by the such Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify and hold each the Secured Party (and all of its officers, directors, employees, attorneys, consultants) harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs losses and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) to the extent that they arise liabilities growing out of or otherwise result resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising or resulting directly from such Person’s the Secured Party's own gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Grantor will upon demand pay to each the Secured Party the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including the reasonable fees and disbursements of such Secured Party’s its counsel and of any experts and agents, which such the Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such the Secured Party hereunder, hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof. (c) The Grantor agrees that the Secured Party does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of the Secured Party, the Grantor hereby agrees to indemnify and hold the Secured Party harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) The Pledgor hereby To the extent provided in Section 10.3 of the First Lien Credit Agreement (with respect to the Agent) and Section 9(k) of the Securities Purchase Agreement (with respect to the Lender Group), each Grantor agrees to indemnify Agent and hold each Secured Party (and all the members of its officers, directors, employees, attorneys, consultants) harmless the Lender Group from and against any and all claims, damages, losses, liabilities, obligations, penalties, lawsuits and liabilities (including reasonable attorneys fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) to the extent that they arise growing out of or otherwise result resulting from this Agreement (including, without limitation, including enforcement of this Agreement)) or any other Transaction Document to which such Grantor is a party, except claims, losses or liabilities arising or resulting directly from such Person’s 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. This provision shall survive the termination of this Agreement and the Secured Note and the repayment of the Secured Obligations. (b) The Pledgor shall be obligated forGrantors, jointly and will severally, shall, upon demand demand, pay to each Secured Party Agent and the reasonable amount of any and Lender Group all out-of-pocket costs and expenses, including the reasonable fees and disbursements of such Secured Party’s counsel and of any experts which such Secured Party expenses that Agent and/or the Lender Group may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any Pledged Collateralof the Collateral in accordance with this Agreement and the other Transaction Documents, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, Agent hereunder or (iv) the failure by the Pledgor any of Grantors to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Creditor Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, including reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement the Financing Documents (including, without limitation, including enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting expense if found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly and primarily from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Grantor will upon written demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable, documented expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreementany Financing Document to which it is a party, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such Secured the Collateral Agent or any other Creditor Party hereunder, hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof. (c) The indemnities provided by the Grantor pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Financing Documents, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity by any Person.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify jointly and severally, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold each harmless the Secured Party (and all each of its subsidiaries, parent companies and other affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and reasonable expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor Grantor shall be obligated for, and will upon demand pay to each the Secured Party the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such and agents, that the Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iiiii) the exercise or enforcement of any of the rights of such the Secured Party hereunder, hereunder or (iviii) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof. (c) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by any Creditor Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Security Party or otherwise, an as though such payment had not been made.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counselcounsel (which shall be limited to one (1) counsel to the extent Administrative Agent and the Lenders, unless (x) the interests of the Administrative 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 they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense has resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined or breach of this Agreement by a court of competent jurisdictionthe Secured Party. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all reasonable out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless the Lender and each Secured Party (and all of its respective Affiliates, officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement)) except to the extent such claim, except claimsdamage, losses loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Grantor will upon demand pay to each Secured Party the reasonable Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable out-of-pocket costs and expenses, including the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Lender hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor, jointly and severally, agrees to indemnify the Trustee, the Initial Purchasers and hold each Secured Party (and all of its officers, directors, employees, attorneys, consultants) harmless the Noteholders from and against any and all claims, damages, losses, liabilities, obligations, penalties, lawsuits and liabilities (including reasonable attorneys' fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) to the extent that they arise growing out of or otherwise result resulting from this Agreement (including, without limitation, enforcement of this Agreement)) or any other Note Document to which such Grantor is a party, except claims, losses or liabilities arising or resulting directly from such Person’s 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. This provision shall survive the termination of this Agreement and the Indenture and the repayment of the Secured Obligations. (b) The Pledgor shall be obligated forGrantors shall, and will upon demand demand, pay to each Secured Party the reasonable Trustee, jointly and severally, the amount of any and all out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel incurred and the fees and expenses of any experts and agents, which such Secured Party the Trustee may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any Pledged Collateralof the Collateral in accordance with this Agreement and the other Note Documents, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Trustee hereunder or (iv) the failure by any of the Pledgor Grantors to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify and hold harmless the Lender and each Secured Party (and all of its Affiliates, officers, directors, employees, attorneys, consultantsagents and advisors (each an “Indemnified Party”) harmless from and against any and all claims, damageslosses and liabilities arising out of or in connection with or by reason of this Agreement or any of the transactions contemplated herein, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees and disbursements of counsel) except to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except such claims, losses or liabilities arising or resulting directly from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) The Pledgor shall be obligated forGrantor hereby agrees not to assert any claim against any Indemnified Party, and will on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or the other Loan Documents. (c) The Grantor will, upon demand demand, pay to each Secured applicable Indemnified Party the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which and agents, that such Secured Indemnified Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Grantor, (iii) the exercise or enforcement of any of the rights of such Secured Indemnified Party hereunder, or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and hold save each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party”) from, and hold harmless from each Indemnified Party against, and against shall pay on written demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, the reasonable legal fees fees, charges and disbursements of counselcounsel for any Indemnified Party) to the extent that they arise incurred by or asserted against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendmentmodification and amendment of, or any consent or waiver or other modification or termination of under this Agreement, . (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateral, of the Collateral of such Grantor and (iii) the exercise or enforcement of any this Agreement or the exercise, enforcement or protection of the rights of such the Collateral Agent or the other Secured Party Parties hereunder, or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iiiii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iviii) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The agreements in this Section 8.05 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement, the Guaranty and the other Credit Documents.

Indemnity and Expenses. (a) The Pledgor hereby Borrower agrees to indemnify indemnify, defend and save and hold harmless the Collateral Agent and each Secured Lender Party (and all of its their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement or the Collateral (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (ba) The Pledgor shall be obligated for, and Borrower will upon demand pay to each Secured Party the reasonable Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this AgreementArticle VII, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such Secured Party hereunder, the Collateral Agent hereunder or (iv) the failure by the Pledgor Borrower to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless the Collateral Trustees, each Representative and each Secured Party (Holder and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "INDEMNIFIED PARTY") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement)) or any of the Shared Collateral Documents, except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense resulted from such Person’s Indemnified Party's gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Grantor will upon demand pay to each Secured Party the reasonable Collateral Trustees the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s their counsel and of any experts which such Secured Party and agents, that the Collateral Trustees may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Grantor, (iii) the exercise or enforcement of any of the rights of such the Collateral Trustees, the Representatives or the other Secured Party hereunder, Holders hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (ba) The Pledgor shall be obligated for, and Each Grantor will upon within ten (10) Business Days after demand therefor pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan "Indemnified Party") harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s Indemnified Party's gross negligence or willful misconduct as determined or breach of this Agreement by a court of competent jurisdictionthe Secured Party. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Administrative Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold each harmless the Secured Party (and all each of its subsidiaries, parent companies and other affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and reasonable expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor Grantor shall be obligated for, and will upon demand pay to each the Secured Party the reasonable amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such and agents, that the Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged of the Collateral, (iiiii) the exercise or enforcement of any of the rights of such the Secured Party hereunder, hereunder or (iviii) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof. (c) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by any Creditor Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Security Party or otherwise, all as though such payment had not been made.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Noteholder Collateral Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Noteholder Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Noteholder Collateral Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of the Grantor, (iii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each Grantor agrees to indemnify indemnify, defend and save and hold harmless each Secured Party (and all each of its their Affiliates and their respective officers, directors, employees, attorneysagents and advisors (each, consultantsan “Indemnified Party”) harmless from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements expenses of counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities arising or resulting directly expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such PersonIndemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. (b) The Pledgor shall be obligated for, and Each Grantor will upon demand pay to each Secured Party the reasonable Agent the amount of any and all out-of-pocket costs and reasonable expenses, including including, without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents, that the Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, from or other realization upon, any Pledged Collateralof the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of such the Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Pledgor hereby Each of the Grantors jointly and severally agrees to indemnify the Agent, each Lender Party and hold each Secured Party (Hedge Bank and all each of its their respective officers, directors, employees, attorneysagents and advisors (each an "Indemnified Party") from, consultants) and hold each of them harmless from and against against, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees and disbursements reasonable expenses of counsel) to the extent that they arise arising out of or otherwise result in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent that such claims, losses or damages, losses, liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined and expenses are found in a final, nonappealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) The Pledgor shall be obligated for, Each Grantor jointly and will upon demand severally agrees to pay to each Secured Party the reasonable Agent, upon demand, the amount of any and all out-of-pocket costs and expensesexpenses (including, including without limitation, the reasonable fees and disbursements expenses of such Secured Party’s its counsel and of any experts which such Secured Party and agents) that the Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged of the Collateral, (iii) the exercise or enforcement of any of the rights of such Secured the Agent, any Lender Party hereunder, or the Hedge Bank hereunder or (iv) the failure by the Pledgor such Grantor to perform or observe any of the provisions hereof.