Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) Grantor agrees to defend, indemnify and hold harmless Secured Party from and against any and all claims, losses and liabilities arising out of, resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of the transactions contemplated by this Agreement, except claims, losses or liabilities resulting from Secured Party's gross negligence or willful misconduct. (b) Grantor will upon demand pay to Secured Party (in the manner provided in Section 16 hereof) the amount of any and all expenses, including the reasonable fees and disbursements of counsel and of any experts and agents, which Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (iii) the exercise, enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; or (iv) the failure by Grantors to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor agrees to defend, indemnify and hold harmless Secured Party from and against any and all claims, losses and liabilities arising out of, resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of the transactions contemplated by this Agreement, except claims, losses or liabilities resulting from Secured Party's ’s gross negligence or willful misconduct. (b) Grantor will upon demand pay to Secured Party (in the manner provided in Section 16 hereof) the amount of any and all expenses, including the reasonable fees and disbursements of counsel and of any experts and agents, which Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (iii) the exercise, enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; or (iv) the failure by Grantors to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Holder from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Holder's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Obligor agrees to defend, indemnify and hold harmless Secured Party (including any partner, officer, employee, director or agent of Secured Party) from and against any and all claims, losses losses, and liabilities arising out of, of or resulting from or relating to this Agreement (including, without limitation, enforcement of this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of the transactions contemplated by this Agreement), except claims, losses losses, or liabilities resulting from Secured Party's ’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, nonappealable judgment. (b) Grantor Obligor will upon demand pay to Secured Party (in the manner provided in Section 16 hereof) the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Secured Party may incur in connection with (i) the preparation, administration and amendment of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Obligor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's ’s or such Lender’s gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. XVIII-11 247 (b) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Each Grantor, jointly and severally, agrees to defend, indemnify and hold harmless Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's ’s gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Each Grantor, jointly and severally, shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors either Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor (on a joint and several basis to the extent there is more than one Grantor) agrees to defend, indemnify and hold harmless the Secured Party from and against any and all claims, losses and liabilities arising growing out of, of or resulting from or relating to this Agreement (including, without limitation, enforcement of this Agreement), any of the Collateral, any of the Obligations secured thereby, or any of the transactions contemplated by this Agreement, except claims, other than losses or liabilities directly resulting from the Secured Party's ’s own gross negligence or willful misconduct. (b) Upon the occurrence and continuation of an Event of Default, the Grantor (on a joint and several basis to the extent there is more than one Grantor) will upon demand pay to the Secured Party (in the manner provided in Section 16 hereof) the amount of any and all reasonable costs and expenses, including including, without limitation, the reasonable fees and disbursements of the counsel retained by the Secured Party for itself and of any experts and agents, which the Secured Party may incur in connection with with: (i) the administration of this Agreement and the transactions contemplated by the foregoingAgreement; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and of the transactions contemplated by the foregoingSecured Party hereunder; or (iv) the failure by Grantors the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees to defend, indemnify and hold harmless Secured Party and each Holder from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Holder's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Grantors shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iiiii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iviii) the failure by Grantors any Grantor to perform or observe any of the provisions hereof. (c) The provisions of this Section 18 shall survive any termination of this Agreement.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor agrees The Pledgors agree, jointly and severally, to defend, indemnify and hold harmless Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's ’s gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand The Pledgors shall, jointly and severally, pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors the Pledgors to perform or observe any of the provisions hereof.

Indemnity and Expenses. In addition to, and not in qualification of, any similar obligations under any other Loan Documents: (a) Grantor agrees The Debtors, jointly and severally, agree to defend, indemnify and hold harmless the Secured Party from and against any and all claims, losses and liabilities arising growing out of, of or resulting from or relating to this Agreement (including, without limitation, reasonable attorneys' fees and court costs and actual costs incurred in enforcement of this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of the transactions contemplated by this Agreement), except to the extent such claims, losses or liabilities resulting result from the Secured Party's gross negligence or willful misconduct.; and (b) Grantor The Debtors, jointly and severally, will upon demand pay to the Secured Party (in the manner provided in Section 16 hereof) the reasonable amount of any and all costs and expenses, including the reasonable fees and disbursements of the Secured Party's counsel and of any experts and agents, which that the Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale or lease of, collection from, from or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and of the transactions contemplated by the foregoing; Secured Party hereunder or (iv) the failure by Grantors any Debtor to perform or observe any of the provisions hereof; except costs and expenses resulting from the Secured Party's gross negligence or willful misconduct.

Indemnity and Expenses. (a) Grantor Each Pledgor agrees to defend, indemnify and hold harmless Secured each Credit Party from and against any and all claims, losses losses, and liabilities arising in any way relating to, growing out of, or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses losses, or liabilities resulting result solely from Secured such Credit Party's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Each Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors any Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor jointly and severally agrees to defend, indemnify and hold harmless Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's (or its officer's, employee's or agent's) gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Each Grantor will upon demand jointly and severally agrees to pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all reasonable costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Each Pledgor agrees to defend, indemnify and hold harmless Secured each Credit Party from and against any and all claims, losses losses, and liabilities arising in any way relating to, growing out of, or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses losses, or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Each Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors any Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor agrees to defend, indemnify and hold harmless Secured Party from and against any and all claims, losses and liabilities arising out of, resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of the transactions contemplated by this Agreement, except claims, losses or liabilities resulting from Secured Party's gross negligence or willful misconduct. (b) Grantor will upon demand pay to Secured Party (in the manner provided in Section 16 hereof) the amount of any and all expenses, including the reasonable fees and disbursements of counsel and of any experts and agents, which Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; , (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; , or (iv) the failure by Grantors to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor Pledgor will upon demand pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor agrees to defend, indemnify and hold harmless Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand agrees to pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all reasonable costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Grantor to perform or observe any of the provisions hereof. (c) The obligations of Grantor in this Section 13 shall survive (i) the termination of this Agreement and the discharge of Grantor's other obligations under this Agreement and the Note.

Indemnity and Expenses. (a) Grantor agrees Grantors agree jointly and severally to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Grantors agree jointly and severally to pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iiiii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iviii) the failure by Grantors Grantor to perform or observe any of the provisions hereof. (c) The provisions of this Section 16 shall survive any termination of this Agreement.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iiiii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iviii) the failure by Grantors Pledgor to perform or observe any of the provisions hereof. (c) The provisions of this Section 13 shall survive any termination of this Agreement.

Indemnity and Expenses. (a) Grantor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor agrees Pledgors agree, joint and severally, to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Pledgors agree, joint and severally, to pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors any Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (aA) Grantor Pledgor agrees to defend, indemnify and hold harmless Secured each Credit Party from and against any and all claims, losses losses, and liabilities arising in any way relating to, growing out of, or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses losses, or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (bB) Grantor will upon demand Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Grantor Each Pledgor agrees to defend, indemnify and hold harmless Secured each Credit Party from and against any and all claims, losses losses, and liabilities arising in any way relating to, growing out of, or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses losses, or liabilities resulting result solely from Secured such Credit Party's ’s gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Each Pledgor shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; Agreement, (ii) the custody, preservation, use custody or operation preservation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iv) the failure by Grantors any Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees to defendindemnify Secured Party, indemnify each Holder and hold harmless Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Holder's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Grantors shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iiiii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iviii) the failure by Grantors any Grantor to perform or observe any of the provisions hereof. (c) The provisions of this Section 17 shall survive any termination of this Agreement.

Indemnity and Expenses. (a) Each Grantor agrees to defend, indemnify and hold harmless Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of, of or resulting from or relating to this Agreement, any of the Collateral, any of the Obligations secured thereby, or any of Agreement and the transactions contemplated by hereby (including enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from Secured Party's or such Lender's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. (b) Grantor will upon demand Grantors shall pay to Secured Party (in the manner provided in Section 16 hereof) upon demand the amount of any and all costs and expenses, including the reasonable fees and disbursements expenses of its counsel and of any experts and agents, which that Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; , (iiiii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and the transactions contemplated by the foregoing; of Secured Party hereunder, or (iviii) the failure by Grantors any Grantor to perform or observe any of the provisions hereof. (c) The provisions of this Section 16 shall survive any termination of this Agreement.

Indemnity and Expenses. (a) The Grantor agrees to defend, indemnify and hold harmless the Secured Party and its Affiliates and 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 out-of-pocket expenses of counsel, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of, of or in connection with or resulting from any enforcement, investigation, litigation or relating proceeding related to this Agreement, any of except to the Collateralextent such claim, any of the Obligations secured therebydamage, liability or any of the transactions contemplated by this Agreement, except claims, losses or liabilities resulting expense arises solely from Secured such Indemnified Party's gross negligence negligence, willful misconduct or willful misconductintentional breach of this Agreement. (b) The Grantor will upon demand pay to the Secured Party (in the manner provided in Section 16 hereof) the amount of any and all reasonable expenses, including including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of its counsel and of any experts and agents, which that the Secured Party may incur in connection with (i) the administration of this Agreement and the transactions contemplated by the foregoing; (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any of the Collateral; Collateral of the Grantor, (iiiii) the exercise, exercise or enforcement or protection of any of the rights under this Agreement and of the transactions contemplated by the foregoing; Secured Party hereunder, or (iviii) the failure by Grantors the Grantor to perform or observe any of the provisions hereof.