Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) Pledgors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors jointly and severally agree to indemnify Secured PartyCollateral Agent, each Lender Obligee and each Interest Rate Exchanger of the officers, directors, agents, employees and affiliates of each of them (each an "INDEMNITEE"), from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Pledge Agreement and the transactions contemplated hereby (including including, without limitation limitation, enforcement of this Pledge Agreement), except to the extent such claims, losses or liabilities result solely resulting from Secured Party's or such Lender's or Interest Rate Exchanger's the gross negligence or willful misconduct as finally determined by a court of competent jurisdictionthe Indemnitee seeking indemnification. (b) Pledgors jointly and severally agree to will upon demand pay to Secured Party upon demand Collateral Agent the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party which Collateral Agent may incur in connection with (i) the administration of this Pledge Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, Collateral Agent hereunder or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 16 hereof shall survive the termination of this Pledge Agreement and the discharge of Pledgors' other obligations under this Pledge Agreement, the Lender Interest Rate Agreements, the Credit Secured Agreement and the other Loan Secured Instrument Documents.

Indemnity and Expenses. Pledgor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify hold harmless Secured Party, each Lender Party and each Interest Rate Exchanger of its directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and or the transactions contemplated hereby (including without limitation enforcement of this Agreement)Secured Obligations, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to reimburse Secured Party upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder, under the rights of Secured Party hereunderNote or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the commitments of Secured Party under the Note and the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. Pledgor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify hold harmless Secured Party, each Lender Party and each Interest Rate Exchanger of its directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and or the transactions contemplated hereby (including without limitation enforcement of this Agreement)Secured Obligations, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to reimburse Secured Party upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder, under the rights of Secured Party hereunderNote or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the commitments of Secured Party under the Note and the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 15 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors jointly and severally agree Without limiting any obligations of the Grantor under the Securities Purchase Agreement, the Grantor agrees to indemnify all Secured Party, each Lender and each Interest Rate Exchanger Parties from and against any and all claims, losses lawsuits and liabilities in any way relating to, growing (including reasonable attorneys’ fees) arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely resulting from Secured Party's or such Lender's or Interest Rate Exchanger's the gross negligence or willful misconduct of the Secured Party seeking indemnification as finally 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) Pledgors jointly and severally agree to The Grantor shall, upon demand, pay to Secured Party upon demand the amount Collateral Agent all of any and all the reasonable costs and expenses, including expenses which the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Collateral Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody preservation, use or preservation operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Pledged CollateralCollateral 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 any Pledgor the Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. The Pledgor agrees: (a) Pledgors jointly and severally agree to indemnify Secured Partyand hold harmless the Collateral Agent, the Trustee, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees, out of pocket costs and expenses) in any way relating to, growing arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of in connection with this Agreement), except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly and severally agree to pay to Secured Party and reimburse the Collateral Agent and the Trustee upon demand the amount for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, out of any and all pocket costs and expenses, including ) that the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Collateral Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder (including, without limitation, under Article VI), under the rights of Secured Party hereunderIndenture or Notes or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the termination execution and delivery of this Agreement Agreement, the repayment of any of the Secured Obligations and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsIndenture.

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly and severally agree to To pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel to the Agent and of any experts to reimburse the Agent upon demand for all reasonable costs and agentsexpenses incurred by it, that Secured Party may incur in each case in connection with (i) the administration engagement of this Agreementappraisers, consultants, auditors or similar Persons by the Agent at any time to render opinions concerning the value of the Collateral, (ii) the custody creation, perfection and maintenance of the perfection of the Agent’s Liens upon the Collateral, including, without limitation, Lien search, filing and recording fees, (iii) the custody, use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiiv) the exercise or enforcement of any rights or remedies granted hereunder, under any of the rights of Secured Party hereunderother Loan Documents or otherwise available to it (whether at law, in equity or otherwise), or (ivv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations and the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the or any other Loan DocumentsDocument.

Indemnity and Expenses. The Pledgor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify hold harmless the Secured Party, each Lender Party and each Interest Rate Exchanger of his agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and or the transactions contemplated hereby (including without limitation enforcement of this Agreement)Secured Obligations, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to reimburse the Secured Party upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that the Secured Party may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder, under the rights of Secured Party hereunderNote or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the termination execution and delivery of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreementsrepayment of any of the Secured Obligations, the Credit Agreement termination of the commitments of the Secured Party under the Note and the other Loan Documentstermination of this Agreement.

Indemnity and Expenses. (a) Pledgors jointly and severally agree Pledgor agrees to indemnify Secured Party, each Lender Party and each Interest Rate Exchanger Holder from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's or such Lender's or Interest Rate ExchangerHolder's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and severally agree Pledgor agrees to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody preservation or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iiiii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Pledgor in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' Pledgor's other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Investment Agreement and the other Loan DocumentsSubordinated Note Agreement.

Indemnity and Expenses. The Pledgor agrees: ---------------------- (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Administrative Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Administrative Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Administrative Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under SECTION 12), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section SECTION 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Obligations, the termination of the Commitments under the Credit Agreement and the termination of this Agreement and the discharge of Pledgors' or any other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocument.

Indemnity and Expenses. (a) Pledgors jointly Section 15.1 Each Pledgor agrees to indemnify, defend and severally agree to indemnify save and hold harmless each Secured Party, each Lender Party and each Interest Rate Exchanger of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, losses damages, losses, liabilities and liabilities expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in any way relating to, growing each case arising out of or in connection with or resulting from this Agreement and the transactions contemplated hereby (including including, without limitation limitation, enforcement of this Agreement), except to the extent such claimsclaim, losses damage, loss, liability or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally 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) Pledgors jointly and severally agree to Section 15.2 Each Pledgor will upon demand pay to Secured Party upon demand the Collateral Agent the amount of any and all costs and reasonable expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party the Collateral Agent and Administrative Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, from or other realization upon, any of the Pledged CollateralCollateral of such Pledgor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and Administrative Agent or the other Secured Party hereunder, Parties hereunder or (iv) the failure by any such Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender Party and each Interest Rate Exchanger Bank from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate ExchangerBank's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Subject to Section 6.7 of the Credit Agreement, Grantors jointly and severally agree to pay to Secured Party upon demand (i) the amount of any and all reasonable costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, Agreement or the failure by any Grantor to perform or observe any of the provisions hereof and (ii) the custody or preservation ofamount of any and all costs and expenses, or including the sale offees and expenses of its counsel and of any experts and agents, collection from, or other realization upon, any of the Pledged Collateral, (iii) that Secured Party may incur in connection with the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 17 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents, and (ii) as to any Grantor that is a party to a Guaranty, be subject to the provisions of Section 1(b) thereof.

Indemnity and Expenses. (a) Pledgors jointly and severally agree Each Grantor agrees to indemnify Secured Party, each Agent and the other members of the Lender and each Interest Rate Exchanger Group from and against any and all claims, losses lawsuits and liabilities in any way relating to, (including reasonable and documented attorneys fees) growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)) or any other Loan Document to which such Grantor is a party, except to the extent such claims, losses or liabilities result solely resulting from Secured Party's or such Lender's or Interest Rate Exchanger's the gross negligence or willful misconduct of the party seeking indemnification as finally determined by a final non-appealable order of a court of competent jurisdiction. This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations. (b) Pledgors jointly and severally agree Grantors, severally, each as to 100% of the obligations, shall, upon demand, pay to Secured Party upon demand Agent (or Agent, may charge to the amount of any and Loan Account) all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Lender Group Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Pledged CollateralCollateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, Agent hereunder or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations provisions of Pledgors in this Section 13 shall survive the termination Article 16 of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the shall apply, mutatis mutandis, to all payments made by any Guarantor hereunder or under any other Loan DocumentsDocument with all references to “Borrower” under such Article 16 being deemed to be references to each Guarantor for the purposes of this provision.

Indemnity and Expenses. Each Pledgor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Administrative Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Administrative Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Administrative Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under Sections 6 and 8), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the termination occurrence of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsTermination Requirements (as hereinafter defined).

Indemnity and Expenses. (a) Pledgors jointly and Subject to Section 25, each Pledgor severally agree agrees to indemnify Secured Party, each Lender and each Interest Rate Exchanger Party from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such a Lender's or Interest Rate ExchangerLender Counterparty's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and Subject to Section 25, each Pledgor severally agree agrees to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged CollateralCollateral of such Pledgor, (iiiii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iviii) the failure by any such Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Hedging Agreements, the Credit Agreement and the other Loan Financing Documents.

Indemnity and Expenses. (a) Pledgors jointly and severally agree Each Grantor agrees to indemnify Secured Party, each Collateral Agent and the other members of the Subordinated Lender and each Interest Rate Exchanger Group from and against any and all claims, losses lawsuits and liabilities in any way relating to, (including reasonable attorneys fees) growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except ) or any other Transaction Document to which such Grantor is a party to the same extent such claims, losses or liabilities result solely from contemplated by Section 9(c) of the Note Purchase Agreement. This provision shall survive the termination of this Agreement and the Note Purchase Agreement and the repayment of the Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdictionObligations. (b) Pledgors Grantors, jointly and severally agree to severally, shall, upon demand, pay to Secured Party upon demand Collateral Agent (or Collateral Agent, may charge to the amount Loan Account) at the times contemplated by Section 11(g) of any and the Note Purchase Agreement all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Reimbursable Expenses which Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Pledged CollateralCollateral in accordance with this Agreement and the other Transaction Documents, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, Collateral Agent hereunder or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. The Pledgor agrees: ---------------------- (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Administrative Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Administrative Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Administrative Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under ARTICLE VI), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 SECTION 8.1 shall survive the execution and delivery of this Agreement, the repayment of any of the Obligations, the termination of the Commitments under the Credit Agreement and the termination of this Agreement and the discharge of Pledgors' or any other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocument.

Indemnity and Expenses. (a) Pledgors jointly and severally agree to indemnify Secured Party, each Lender Party and each Interest Rate Exchanger Senior Secured Creditor from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's or such Lender's or Interest Rate ExchangerSenior Secured Creditor's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement and the Collateral Agency and Intercreditor Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunderhereunder and under the Collateral Agency and Intercreditor Agreement, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. The Pledgor agrees: (a) Pledgors jointly and severally agree to indemnify Secured Partyand hold harmless the Collateral Agent, the Trustee, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees, out of pocket costs and expenses) in any way relating to, growing arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of in connection with this Agreement), except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly and severally agree to pay to Secured Party and reimburse the Collateral Agent and the Trustee upon demand the amount for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, out of any and all pocket costs and expenses, including ) that the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Collateral Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder (including, without limitation, under Article VI), under the rights of Secured Party hereunderIndenture, the Guarantee or Notes or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the termination execution and delivery of this Agreement Agreement, the repayment of any of the Secured Obligations and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsIndenture.

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under ARTICLE VI), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination or expiration of all Letters of Credit under the Credit Agreement, the termination of the Commitments under the Credit Agreement and the termination of this Agreement and the discharge of Pledgors' or any other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocument.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, Party and each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 15 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocuments and (ii), as to any Grantor that is a party to a Subsidiary Guaranty, be subject to the provisions of Section 2.2(a) thereof.

Indemnity and Expenses. (a) Pledgors jointly and severally agree Without limiting any of the provisions of Section 9.04 of the Credit Agreement, each Pledgor agrees to indemnify Secured Party, each Lender and each Interest Rate Exchanger the Administrative Agent from and against any and all claims, damages, expenses, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including including, without limitation limitation, enforcement of this Agreement), except to the extent such claims, damages, expenses, losses or liabilities result solely resulting from Secured Party's or such Lender's or Interest Rate Exchangerthe Administrative Agent's gross negligence or willful misconduct as finally determined by a final, non-appealable judgment of a court of competent jurisdiction. (b) Pledgors jointly and severally agree to Without limiting any of the provisions of Section 9.04 of the Credit Agreement, each Pledgor will upon demand pay to Secured Party upon demand the Administrative Agent the amount of any and all costs and reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party the Administrative Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, the Administrative Agent or the Lenders hereunder or (iv) the failure by any such Pledgor to perform or observe any of the provisions hereof. (c) The obligations Without prejudice to the survival of any of the other agreements of any of the Pledgors in this Section 13 shall survive the termination of under this Agreement and the discharge or any of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents, the agreements and obligations of each of the Pledgors contained in this Section 17 and in Section 22 shall survive the payment in full of all of the Secured Obligations and all of the other Obligations of any of the Pledgors owing under or in respect of the Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, Party and each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's ’s or such Lender's or Interest Rate Exchanger's ’s gross negligence or willful misconduct as finally determined by a court of competent jurisdictionjurisdiction and except for any breach of this Agreement by Secured Party or any Lender or any failure of any Secured Party or any Lender to comply with the requirements of the UCC imposed upon a Secured Party and under a Secured Party’s control in connection with the enforcement of this Agreement. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise of rights or enforcement of any of the rights of Secured Party hereunder, remedies hereunder or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 11 shall survive the termination of this Agreement and the discharge of Pledgors' Grantors’ other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, Party and each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate 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) Pledgors Grantors jointly and severally agree to indemnify Secured PartyCollateral Agent, each Lender Secured Party and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured PartyCollateral Agent's or such LenderSecured Party's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon Collateral Agent promptly following written demand the amount of any and all reasonable costs and reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party Collateral Agent hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors each Grantor in this Section 13 16 shall survive the termination of this Agreement and the discharge of Pledgors' such Grantor's other obligations under this Agreement, the Lender Interest Rate Hedging Agreements, the Credit Agreement Agreements and the any other Loan Documents.

Indemnity and Expenses. (a) Pledgors The Grantors jointly and severally agree to indemnify the Secured Party, Party and each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from the Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors The Grantors jointly and severally agree to pay to the Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors the Grantors in this Section 13 14 shall (i) survive the termination of this Agreement and the discharge of Pledgorsthe Grantors' other obligations Obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocuments and (ii), as to any Grantor that is a party to a Guaranty, be subject to the provisions of Section 1(b) thereof.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger Xxxxxx from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross Xxxxxx'x xxxxx negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Hedging Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, Party and each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate 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)

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, Party and each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all reasonable costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsCredit 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) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 20 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. The Pledgors agree jointly and severally: ---------------------- (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Administrative Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Administrative Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Administrative Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under SECTION 12), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any either Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section SECTION 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Obligations, the termination of the Commitments under the Credit Agreement and the termination of this Agreement and the discharge of Pledgors' or any other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocument.

Indemnity and Expenses. (a) Pledgors jointly and severally agree The Pledgor agrees to indemnify each of the Secured PartyParty and the Securities Intermediary, each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's or such Lender's or Interest Rate Exchangerparty's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and severally agree to The Pledgor shall pay to each of the Secured Party and the Securities Intermediary upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Secured Party or the Securities Intermediary may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party or the Securities Intermediary hereunder, or (iv) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors agreements in this Section 13 23 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender Party and each Interest Rate Exchanger Bank from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate ExchangerBank's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Subject to Section 6.7 of the Credit Agreement, Grantors jointly and severally agree to pay to Secured Party upon demand (i) the amount of any and all reasonable costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, Agreement or the failure by any Grantor to perform or observe any of the provisions hereof and (ii) the custody or preservation ofamount of any and all costs and expenses, or including the sale offees and expenses of its counsel and of any experts and agents, collection from, or other realization upon, any of the Pledged Collateral, (iii) that Secured Party may incur in connection with the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 18 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents, and (ii) as to any Grantor that is a party to a Guaranty, be subject to the provisions of Section 1(b) thereof.

Indemnity and Expenses. The Pledgors agree jointly and severally: ---------------------- (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Administrative Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, Administrative Agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Administrative Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Administrative Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under ARTICLE V), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination or expiration of all Letters of Credit under the Credit Agreement, the termination of the Commitments under the Credit Agreement and the termination of this Agreement and the discharge of Pledgors' or any other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocument.

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Agent 117 may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under ARTICLE VI), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any such Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 SECTION 8.1 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the Commitments under the Credit Agreement and the termination of this Agreement and the discharge of Pledgors' or any other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocument.

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Administrative Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Administrative Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Administrative Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under Sections 6 and 8), under any of the rights of Secured Party hereunderother Loan Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the termination occurrence of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsTermination Requirements (as hereinafter defined).

Indemnity and Expenses. The Pledgor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify hold harmless the Secured Party, each Lender Party and each Interest Rate Exchanger of his agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and or the transactions contemplated hereby (including without limitation enforcement of this Agreement)Secured Obligations, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to reimburse the Secured Party upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that the Secured Party may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder, under the rights of Secured Party hereunderNote or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 10 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the commitments of the Secured Party under the Note and the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocuments 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) Pledgors The Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger Hedge Bank from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's or such Lender's or Interest Rate ExchangerHedge Bank's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors The Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors the Grantors in this Section 13 18 shall (i) survive the termination of this Agreement and the discharge of Pledgorsthe Grantors' other obligations Obligations under this Agreement, the Lender Interest Rate Hedge Bank Hedge Agreements, the Credit Agreement and the other Loan DocumentsDocuments 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) Pledgors Grantors jointly and severally agree to indemnify Secured PartyCollateral Agent, each Lender Lender, each Hedge Exchanger and each Interest Rate Exchanger Senior Note Holder from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured PartyCollateral Agent's or such Lender's or Interest Rate Hedge Exchanger's or Senior Note Holder's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party Collateral Agent upon demand the amount of any and all out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party Collateral Agent hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof.. Pledge and Security Agreement (c) The obligations of Pledgors Grantors in this Section 13 14 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Hedge Agreements, the Credit Agreement and Agreement, the other Loan Documents, the Senior Notes and the Senior Indentures.

Indemnity and Expenses. (a) Pledgors Each Grantor jointly and severally agree agrees to indemnify Secured Party, each Lender and each Interest Rate Exchanger Party from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's (or such Lenderits officer's, employee's or Interest Rate Exchanger's agent's) gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Each Grantor jointly and severally agree agrees to pay to Secured Party upon demand the amount of any and all reasonable costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in Grantors under this Section 13 21 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender Secured Creditor and each Interest Rate Exchanger Swap Counterparty from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's or such LenderSecured Creditor's or Interest Rate Exchangersuch Swap Counterparty's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 16 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate AgreementsCredit Agreement, the Credit Agreement and the other Loan Documents, the Note Purchase Agreements and the Interest Rate Protection Agreements and (ii), as to any Grantor that is a party to either the Credit Agreement Subsidiary Guaranty, be subject to the provisions of Sections 2(c) thereof.

Indemnity and Expenses. (a) Pledgors jointly The Pledgor hereby indemnifies and severally agree to indemnify holds harmless the Collateral Agent, each Secured Party, each Lender and each Interest Rate Exchanger of their respective officers, directors, employees, agents and Affiliates (collectively, the “Indemnified Persons”) from and against any and all claims (including environmental claims), losses losses, and liabilities in any way relating to, growing arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses losses, or liabilities result solely resulting from Secured Party's or such Lender's or Interest Rate Exchanger's the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. any Indemnified Person. Within ten (b10) Pledgors jointly and severally agree to days after receipt of an invoice, the Pledgor shall pay to the Collateral Agent or such Secured Party upon demand the amount of any and all costs and documented expenses, including the reasonable fees and expenses disbursements of its counsel and of any experts and agents, that agents (including attorneys’ fees and costs) which the Collateral Agent or such Secured Party may incur in connection with (ia) the administration of this Agreementcustody, (ii) the custody preservation, use, or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iiib) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Party Parties hereunder, or (ivc) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this . This Section 13 3.9 shall survive the termination of this Agreement and the discharge earlier resignation or removal of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsCollateral Agent.

Indemnity and Expenses. (a) Pledgors jointly and severally agree Each Grantor agrees to indemnify Secured Party, each Agent and the other members of the Lender and each Interest Rate Exchanger Group from and against any and all claims, losses lawsuits and liabilities in any way relating to, growing (including reasonable attorneys fees) arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)) or any other Loan Document to which such Grantor is a party, except to the extent such claims, losses or liabilities result solely resulting from Secured Party's or such Lender's or Interest Rate Exchanger's (i) the gross negligence or willful misconduct of the party seeking indemnification as finally determined by a final non-appealable order of a court of competent jurisdiction or (ii) a claim brought by the Company or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations under this Agreement or any other Loan Document, if the Company or such other Loan Party has obtained a final non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations. (b) Pledgors The Grantors, jointly and severally agree to severally, shall, upon demand, pay to Secured Party upon demand Agent (or Agent, may charge to the amount of any and Loan Account) all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Lender Group Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Pledged CollateralCollateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, Agent hereunder or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors jointly The Pledgor hereby indemnifies and severally agree to indemnify holds harmless the Collateral Agent, each Secured Party, each Lender and each Interest Rate Exchanger of their respective officers, directors, employees, agents and Affiliates (collectively, the “Indemnified Persons”) from and against any and all claims (including environmental claims), losses losses, and liabilities in any way relating to, growing arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses losses, or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's determined to have been caused by the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. any such Indemnified Person. Within ten (b10) Pledgors jointly and severally agree to days after receipt of an invoice, the Pledgor shall pay to the Collateral Agent or such Secured Party upon demand the amount of any and all costs and documented expenses, including the reasonable fees and expenses disbursements of its counsel and of any experts and agents, that agents (including attorneys’ fees and costs) which the Collateral Agent or such Secured Party may incur in connection with (ia) the administration of this Agreementcustody, (ii) the custody preservation, use, or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iiib) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Party Parties hereunder, or (ivc) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this . This Section 13 3.9 shall survive the termination of this Agreement and the discharge earlier resignation or removal of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsCollateral Agent.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Hedge Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Hedge Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party and Lenders upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party or any Lender may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party or Lenders hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Hedge Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors jointly and severally agree Each Grantor agrees to indemnify Secured Party, each Agent and the other members of the Lender and each Interest Rate Exchanger Group from and against any and all claims, losses lawsuits and liabilities in any way relating to, (including reasonable attorney’s fees) growing out of or resulting from this Agreement and the transactions contemplated hereby (including including, without limitation limitation, enforcement of this Agreement)) or any other Loan Document to which such Grantor is a party, except to the extent such claims, losses or liabilities result solely resulting from Secured Party's or such Lender's or Interest Rate Exchanger's the gross negligence or willful misconduct of the party seeking indemnification as finally determined by a final non-appealable order of a court of competent jurisdiction. This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations. (b) Pledgors Grantors, jointly and severally agree to severally, shall, upon demand, pay to Secured Party upon demand Agent (or Agent, may charge to the amount of any and Loan Account) all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Lender Group Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Pledged CollateralCollateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, Agent hereunder or (iv) the failure by any Pledgor of Grantors to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement Grantors, jointly and the discharge of Pledgors' other obligations under this Agreementseverally, the Lender Interest Rate Agreementsagree to pay, the Credit Agreement and to save Agent and the other Loan Documentsmembers of the Lender Group harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, property, sales, value added, recording, document or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Hedge Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Hedge Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Hedge Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger Party from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's or such Lender's or Interest Rate Exchanger's ’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 15 shall survive the termination of this Agreement and the discharge of Pledgors' ’ other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents, as the case may be.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured PartyCollateral Agent, each Lender Detroit L/C Agent, each Detroit L/C Lender, the New L/C Agent, each New L/C Lender, each High Yield Noteholder and each Interest Rate Exchanger other Benefited Party from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured PartyCollateral Agent's or such Detroit L/C Agent's, Detroit L/C Lender's, New L/C Agent's, New L/C Lender's, High Yield Noteholder's or Interest Rate ExchangerBenefited Party's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party Collateral Agent hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 21 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate AgreementsDetroit L/C Facility Agreement, the Credit New L/C Facility Agreement and the other Loan DocumentsHigh Yield Indenture (subject to the terms of the Intercreditor Agreement).

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Lender, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of in connection with this Agreement), except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Lender upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Lender may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under ARTICLE VI), under any of the rights of Secured Party hereunderother Loan Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, and the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the or any other Loan DocumentsDocument.

Indemnity and Expenses. (a) Pledgors jointly and severally agree Without limiting any obligations of the Company under the Purchase Agreement, each Grantor agrees to indemnify all Secured Party, each Lender and each Interest Rate Exchanger Parties from and against any and all claims, losses lawsuits and liabilities in any way relating to, growing (including attorneys’ fees) arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)) or any other Transaction Document, except to the extent such claims, losses or liabilities result solely resulting from Secured Party's or such Lender's or Interest Rate Exchanger's the gross negligence or willful misconduct of the party seeking indemnification as finally 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 indefeasible satisfaction and discharge of all the Secured Obligations in full. Notwithstanding the foregoing, no Grantor shall indemnify (unless otherwise required by the terms of any of the other Transaction Documents) any of the Secured Parties from claims, lawsuits or liabilities that are (i) solely between one or more Secured Parties, on the one hand, and one or more Secured Parties, on the other hand, and (ii) solely involve the relative rights and obligations of the Secured Parties against each other (and not any of the Grantors) under this Agreement. (b) Pledgors Grantors, jointly and severally agree to severally, shall, upon demand, pay to each Secured Party upon demand all of the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that which such Secured Party may incur actually incurs in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or or, upon the occurrence and during the continuance of an Event of Default, the sale of, collection from, or other realization upon, any of the Pledged CollateralCollateral 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, hereunder or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. The Pledgors agree jointly and severally: ---------------------- (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Administrative Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Administrative Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Administrative Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under SECTION 10), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 SECTION 11 shall survive the execution and delivery of this Agreement, the repayment of any of the Obligations, the termination of the Commitments under the Credit Agreement and the termination of this Agreement and the discharge of Pledgors' or any other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocument.

Indemnity and Expenses. The Pledgor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify hold harmless the Secured Party, each Lender Party and each Interest Rate Exchanger of its agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and or the transactions contemplated hereby (including without limitation enforcement of this Agreement)Secured Obligations, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to reimburse the Secured Party upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that the Secured Party may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder, under any of the rights of Secured Party hereunderNotes or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the termination execution and delivery of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreementsrepayment of any of the Secured Obligations, the Credit Agreement termination of the commitments of the Secured Party under the Notes and the other Loan Documentstermination of this Agreement.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger Hedge Provider from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's ’s or such Lender's ’s or Interest Rate Exchanger's Hedge Provider’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall (i) survive the termination of this Agreement and the discharge of Pledgors' Grantors’ other obligations under this Agreement, the Lender Interest Rate Hedge Agreements, the Credit Agreement and the other Loan DocumentsDocuments 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) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger Hedge Agreement Counterparty from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchangersuch Hedge Agreement Counterparty's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 18 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Hedge Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors 13.1 Pledgor, Univision, the Company and the Partnership, jointly and severally severally, agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger Party from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction; provided that Univision shall have no obligation or liability for the payment of any AT Note. (b) Pledgors 13.2 Pledgor, the Company and the Partnership jointly and severally agree to severally, shall pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (ia) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iiib) the exercise or enforcement of any of the rights of Secured Party hereunder, or (ivc) the failure by any Pledgor Pledgor, Univision, the Company or the Partnership to perform or observe any of the provisions hereof. (c) 13.3 The obligations of Pledgors each of Pledgor, Univision, the Company and the Partnership in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' Pledgor's other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors jointly Each Grantor agrees to indemnify, defend and severally agree to indemnify Secured Partysave and hold harmless the Collateral Agent, each Lender Holder and each Interest Rate Exchanger of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, losses damages, losses, liabilities and liabilities expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in any way relating to, growing each case arising out of or in connection with or resulting from this Agreement and the transactions contemplated hereby (including including, without limitation limitation, enforcement of this Agreement), except to the extent such claimsclaim, losses damage, loss, liability or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally 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. This indemnity shall survive final payment of the Notes, resignation or removal of the Collateral Agent and termination of this Agreement. (b) Pledgors jointly and severally agree to Each Grantor will upon demand pay to Secured Party upon demand the Collateral Agent the amount of any and all costs and reasonable expenses, including including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents and sub-agents, that Secured Party the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, from or other realization upon, any of the Pledged CollateralCollateral of such Grantor, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, the Collateral Agent or the other Holders hereunder or (iv) the failure by any Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors jointly and severally agree to indemnify Secured Party, each Lender Party and each Interest Rate Exchanger Beneficiary from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's ’s or such Lender's or Interest Rate Exchanger's Beneficiary’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including without limitation the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall (i) survive the termination of this Agreement and the discharge of Pledgors' ’ other obligations under this Agreement, the Lender Interest Rate Secured Hedge Agreements, the Credit Agreement and the other Loan DocumentsDocuments and (ii), as to any Pledgor that is a party to a Subsidiary Guaranty, be subject to the provisions of Section 1(b) thereof. (d) Without limiting the generality of subsections 10.4 and 10.5 of the Credit Agreement, in the event of any public sale described herein, each Pledgor agrees to indemnify and hold harmless Secured Party, each Lender and each Hedge Agreement Counterparty and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact made by a Pledgor and contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission by a Pledgor to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Secured Party and such other Persons for any legal or other expenses reasonably incurred by Secured Party and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including without limitation any and all fees, costs and expenses whatsoever reasonably incurred by Secured Party and such other Persons and counsel for Secured Party and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Pledgors may otherwise have and shall extend upon the same terms and conditions to each Person, if any, that controls Secured Party or such Persons within the meaning of the Securities Act. Exh. XIII-14 Domestic Pledge Agreement

Indemnity and Expenses. The Debtor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify hold harmless the Secured Party, each Lender Party and each Interest Rate Exchanger of its directors, managers, officers, employees, agents, partners and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to reimburse Secured Party upon within 15 days of written demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that the Secured Party may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder (including, without limitation, under Article 5), under the rights of Secured Party hereunderFacility Agreement or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor the Debtor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 6.1 shall survive the execution and delivery of this Agreement, the repayment of any of the Obligations and the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Facility Agreement or any other instruments or documents executed and the other Loan Documentsdelivered pursuant to or in connection with this Agreement.

Indemnity and Expenses. The Pledgor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys' fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under Sections 8 and 10), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement, the termination of this Agreement or any other Credit Document, and the discharge termination of, and settlement of Pledgors' other the Pledgor's obligations under this Agreementunder, any Hedge Agreement to which the Pledgor and any Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documentsare parties.

Indemnity and Expenses. (a) Pledgors Grantors agree to jointly and severally agree to indemnify Secured Party, Party and each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's ’s or such Lender's or Interest Rate Exchanger's ’s gross negligence or willful misconduct as finally determined by a court of competent jurisdictionjurisdiction and except for any breach of this Agreement by Secured Party or any Lender or failure of Secured Party or any Lender to comply with the requirements of the UCC imposed upon a Secured Party under Secured Party’s control in connection with the enforcement of this Agreement. (b) Pledgors The Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party and Lenders hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 18 shall survive (i) the termination of this Agreement and the discharge of Pledgors' Grantor’s other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Partyhold harmless the Collateral Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Collateral Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Collateral Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder, under any of the rights of Secured Party hereunderother Investment Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the Commitments, and the termination of this Agreement and the discharge of Pledgors' or any other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsInvestment Document.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger Hedge Provider from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate ExchangerHedge Provider's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Hedge Agreements, the Credit Agreement and the other Loan DocumentsDocuments 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) Pledgors jointly and severally agree to indemnify Secured PartyCollateral Agent and the Pledged Equity Co-Collateral Agents (including their officers, each Lender directors, employees and each Interest Rate Exchanger agents) from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including including, without limitation limitation, enforcement of this Agreement and any Account Control Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's their gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and severally agree to pay to Secured Party Collateral Agent and the Pledged Equity Co-Collateral Agents upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party Collateral Agent hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 15 shall survive the termination of this Agreement Agreement, the resignation or removal of Collateral Agent and the Pledged Equity Co-Collateral Agents, and the discharge of Pledgors' ’ other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Indenture Documents, as the case may be.

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) Pledgors jointly and severally agree to indemnify Secured Partyand hold harmless the Collateral Agent, each Lender other Secured Party and each Interest Rate Exchanger of their respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) in any way relating to, growing arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of in connection with this Agreement), except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly and severally agree to pay to Secured Party and reimburse the Collateral Agent upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Collateral Agent may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under Article VI), under any of the rights of Secured Party hereunderother Loan Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the Commitments under the Credit Agreement and the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the or any other Loan DocumentsDocument.

Indemnity and Expenses. (a) Pledgors jointly and severally agree to indemnify Secured Party, each Lender Party and each Interest Rate Exchanger Beneficiary from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's ’s or such Lender's or Interest Rate Exchanger's Beneficiary’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall (i) survive the termination of this Agreement and the discharge of Pledgors' ’ other obligations under this Agreement, the Lender Interest Rate Swap Agreements, the Credit Agreement and the other Loan DocumentsDocuments and (ii), as to any Pledgor that is a party to a Subsidiary Guaranty, be subject to the provisions of Section 1(b) thereof.

Indemnity and Expenses. The Pledgor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify Secured Party, each Lender hold harmless the Bank and each Interest Rate Exchanger of its respective directors, officers, employees, agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement)hereby, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to Secured Party reimburse the Bank upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that Secured Party the Bank may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under Article V), under any of the rights of Secured Party hereunderother Credit Documents or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 6.1 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the commitments under the Credit Agreement and the termination of this Agreement and the discharge of Pledgors' or any other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsDocument.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 14 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors jointly The Pledgor hereby indemnifies and severally agree to indemnify holds harmless the Collateral Agent, each Secured Party, each Lender and each Interest Rate Exchanger of their respective officers, directors, employees, agents and Affiliates (collectively, the “Indemnified Persons”) from and against any and all claims (including environmental claims), losses losses, and liabilities in any way relating to, growing arising out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses losses, or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's determined to have been caused by the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. such Indemnified Person. Within ten (b10) Pledgors jointly and severally agree to days after receipt of an invoice, the Pledgor shall pay to the Collateral Agent or such Secured Party upon demand the amount of any and all costs and documented expenses, including the reasonable fees and expenses disbursements of its counsel and of any experts and agents, that agents (including attorneys’ fees and costs) which the Collateral Agent or such Secured Party may incur in connection with (ia) the administration of this Agreementcustody, (ii) the custody preservation, use, or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iiib) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Party Parties hereunder, or (ivc) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this . This Section 13 3.9 shall survive the termination of this Agreement and the discharge earlier resignation or removal of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsCollateral Agent.

Indemnity and Expenses. (a) Pledgors jointly and severally agree Without limiting any of the provisions of Section 9.04 of the Credit Agreement, each Grantor agrees to indemnify Secured Party, each Lender and each Interest Rate Exchanger the Administrative Agent from and against any and all claims, damages, expenses, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including including, without limitation limitation, enforcement of this Agreement), except to the extent such claims, damages, expenses, losses or liabilities result solely resulting from Secured Party's or such Lender's or Interest Rate Exchangerthe Administrative Agent's gross negligence or willful misconduct as finally determined by a final, non-appealable judgment of a court of competent jurisdiction. (b) Pledgors jointly and severally agree to Without limiting any of the provisions of Section 9.04 of the Credit Agreement, each Grantor will upon demand pay to Secured Party upon demand the Administrative Agent the amount of any and all costs and reasonable expenses, including without limitation the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party the Administrative Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, the Administrative Agent or the Lenders hereunder or (iv) the failure by any Pledgor such Grantor to perform or observe any of the provisions hereof. (c) The obligations Without prejudice to the survival of Pledgors in this Section 13 shall survive any of the termination other agreements of any of the Grantors under this Agreement and the discharge or any of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents, the agreements and obligations of each of the Grantors contained in this Section 21 and in Section 26 shall survive the payment in full of all of the Secured Obligations and all of the other Obligations of any of the Grantors owing under or in respect of the Loan Documents.

Indemnity and Expenses. (a) Pledgors jointly and severally agree to indemnify Secured Party, each Lender Party and each Interest Rate Exchanger Senior Secured Creditor from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Secured Party's ’s or such Lender's or Interest Rate Exchanger's Senior Secured Creditor’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement and the Collateral Agency and Intercreditor Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunderhereunder and under the Collateral Agency and Intercreditor Agreement, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors in this Section 13 shall survive the termination of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. The Pledgor agrees: (a) Pledgors jointly To indemnify and severally agree to indemnify hold harmless the Secured Party, each Lender Party and each Interest Rate Exchanger of its agents and affiliates from and against any and all claims, losses damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) in any way relating to, growing arising out of or resulting from in connection with this Agreement and or the transactions contemplated hereby (including without limitation enforcement of this Agreement)Secured Obligations, except to the extent such claims, losses or liabilities the same shall arise as a result solely from Secured Party's or such Lender's or Interest Rate Exchanger's of the gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) Pledgors jointly To pay and severally agree to pay to reimburse the Secured Party upon demand the amount of any and for all reasonable costs and expensesexpenses (including, including the without limitation, reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that the Secured Party may incur in connection with (i) the administration of this Agreementcustody, (ii) the custody use or preservation of, or the sale of, collection from, from or other realization upon, any of the Pledged Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iiiii) the exercise or enforcement of any of rights or remedies granted hereunder, under the rights of Secured Party hereunderNote or otherwise available to it (whether at law, in equity or otherwise), or (iviii) the failure by any the Pledgor to perform or observe any of the provisions hereof. (c) . The obligations provisions of Pledgors in this Section 13 shall survive the termination execution and delivery of this Agreement and the discharge of Pledgors' other obligations under this Agreement, the Lender Interest Rate Agreementsrepayment of any of the Secured Obligations, the Credit Agreement termination of the commitments of the Secured Party under the Note and the other Loan Documentstermination of this Agreement.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, Party and each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 19 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and ---------------------- severally agree to indemnify Secured PartyCollateral Agent, each Lender Secured Party and each Interest Rate Hedging Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or 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 result solely from Collateral Agent's or such Secured Party's or such Lender's or Interest Rate Hedging Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party Collateral Agent, promptly following written upon demand the amount of any and all reasonable costs and reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party Collateral Agent hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors each Grantor in this Section 13 19 shall survive the termination of this Agreement and the discharge of Pledgors' such Grantor's other obligations under this Agreement, the Lender Interest Rate Hedging Agreements, the Credit Agreement Agreement, and the other Loan Documents.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 20 shall (i) survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement and the other Loan DocumentsFinancing Documents and (ii), as to any Grantor that is a party to a Subsidiary Guaranty, be subject to the provisions of Section 2.1(b) thereof.

Indemnity and Expenses. (a) Pledgors Grantors jointly and severally agree to indemnify Secured Party, each Lender and each Interest Rate Exchanger from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Pledgors Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any and all reasonable costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody custody, preservation, use or preservation operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure by any Pledgor Grantor to perform or observe any of the provisions hereof. (c) The obligations of Pledgors Grantors in this Section 13 15 shall survive the termination of this Agreement and the discharge of PledgorsGrantors' other obligations under this Agreement, the Lender Interest Rate Hedge Agreements, the Credit Agreement and the other Loan Documents.