Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) Grantor agrees to indemnify Collateral Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from Collateral Agent's own gross negligence or willful misconduct. (b) Grantor will upon demand pay to Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral Agent may incur in connection with (i) the administration of this 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 or enforcement of any of the rights of Collateral Agent hereunder or (iv) the failure by any of Grantor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor The Company agrees to indemnify Collateral indemnify, defend and hold harmless each Shareholder Representative Person and the Rights Agent from for, and against to hold each Shareholder Representative Person and the Rights Agent harmless against, any loss, liability, judgment, fine, penalty, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses (including the reasonable costs and all claims, losses and liabilities growing expenses of legal counsel) arising out of or resulting from in connection with the Rights Agent’s and the Shareholder Representative’s respective duties under this Agreement (includingAgreement, without limitationincluding the reasonable out-of-pocket costs and expenses of defending the Rights Agent and each individual member of the Committee that comprises or controls the Shareholder Representative against any claims, charges, demands, investigations, suits or loss or liability, or enforcement of its rights hereunder, unless it shall have been finally determined by a judgment of a court of competent jurisdiction to be a direct result of the Rights Agent’s or such Shareholder Representative Person’s, as applicable, gross negligence, bad faith or willful or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.3(a) shall have the effect of limiting or denying any such rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, arising from, or arising in connection with this Agreement), except claimsor from all services provided or omitted to be provided under this Agreement, losses whether in contract, or liabilities directly arising from Collateral Agent's own gross negligence in tort, or willful misconductotherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under this Section 3.3(a) shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Any such amounts incurred by the Company in connection with this Section 3.3(a) shall be a Casa Ley Sale Expense. (b) Grantor will upon demand pay to Collateral Agent the amount of The Company or any and all reasonable expenses, including the reasonable fees and disbursements of its counsel Affiliates shall, if and of as requested by the Shareholder Representative at any experts time from and agents, which Collateral Agent may incur in connection with (i) after the administration Effective Time through the termination of this Agreement, pay to or at the direction of the Shareholder Representative fees and expenses incurred at the direction of the Shareholder Representative pursuant to this Agreement (ii“Shareholder Representative Reimbursement Amount”). Subject to the next sentence, the Company or any of its Affiliates shall, if and as requested by the Shareholder Representative at any time from and after the Effective Time through the termination of this Agreement, transfer to a joint account of the Company and the Shareholder Representative funds in the amount of $25,000,000 less the Shareholder Representative Reimbursement Amount actually paid through that date for use as directed by the Shareholder Representative (the “Shareholder Representative Expense Amount”) pursuant to this Agreement. If any amounts are required in excess of $25,000,000 (and, to the custodyextent the Shareholder Representative Expense Amount has been funded, preservationonly after such amount has been fully expended), use then at the request of the Shareholder Representative from time to time, the Company or operation ofan Affiliate of the Company will promptly pay such additional fees and expenses incurred at the direction of the Shareholder Representative pursuant to this Agreement and/or pre-fund to such joint account an amount reasonably specified by the Shareholder Representative in respect of expected expenses in connection with the Casa Ley Sale (including payments to such advisors as the Shareholder Representative may choose to engage in connection with the Casa Ley Sale) and performance of its obligations and duties hereunder (any such amount, a “Pre-Funded Amount”). Any amounts held in such joint account shall be treated as owned by the Company for all income tax purposes, any interest or other income earned with respect to such joint account shall be reported as income of the Company for tax purposes and, for the avoidance of doubt, no portion of the Shareholder Representative Reimbursement Amount, the Shareholder Representative Expense Amount or any Pre-Funded Amount shall be considered income to the Shareholder Representative for tax purposes. The parties hereto will prepare all Tax Returns in a manner consistent with the foregoing sentence. Any Shareholder Representative Reimbursement Amount and any amounts (and only such amounts) actually spent from the Shareholder Representative Expense Amount or Pre-Funded Amounts shall be included in the calculation of Casa Ley Sale Expenses hereunder. Any funds from the Shareholder Representative Expense Amount or Pre-Funded Amounts that remain unused on the earlier of the consummation of the Entire Casa Ley Sale and the Sale Deadline (taking into account the completion of the procedures set forth in Section 2.4) shall be distributed from the joint account to the Company five (5) Business Days after the payment of the Casa Ley Net Proceeds Per CVR or the sale ofSale Deadline Net Proceeds Per CVR. For the avoidance of doubt, collection fromthe Company or one of its Affiliates shall pay all Casa Ley Sales Expenses, or other realization upon, including any such Case Ley Sale Expenses incurred at the direction of the CollateralShareholder Representative, (iii) subject to the exercise deduction of such Casa Ley Sale Expenses from the payments to the Holders as is provided for hereunder. Notwithstanding the foregoing, after the completion of an Entire Casa Ley Sale, the Company’s consent, which shall not be unreasonably withheld, will be required for any fees or enforcement expenses that the Shareholder Representative may wish to incur pursuant to this Section 3.3(b), to the extent that the aggregate amount of any such fees and expenses would exceed the amount of the rights of Collateral Agent hereunder or (iv) the failure by any of Grantor to perform or observe any of the provisions hereofdeferred consideration reasonably expected from such Entire Casa Ley Sale. (c) Grantor assume The Company agrees, in all responsibility events (i) to pay the fees and liability arising from the use expenses of the Trademarks, Patents Rights Agent in connection with this Agreement as set forth on Schedule 3.3(c) hereto and Copyrights, (ii) to reimburse the Rights Agent for all taxes and Grantor hereby indemnify governmental charges (other than taxes measured by the Rights Agent’s income) and hold Collateral Agent harmless from reasonable and against any claim, suit, loss, damage or expense customary out-of-pocket expenses (including reasonable attorneys' feesand customary fees and expenses of the Rights Agent’s counsel) arising out of any alleged defect in any product manufactured, promoted paid or sold incurred by any of Grantor the Rights Agent in connection with any Trademark or out the preparation, delivery, amendment, administration and execution of this Agreement and the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, exercise and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of its duties hereunder. Any invoice for any obligations out-of-pocket expenses and per item fees realized will be rendered and payable by the Company within thirty (30) days after receipt by the Company, except for postage and mailing expenses, which funds must be received one (1) Business Day prior to the scheduled mailing date. For the avoidance of doubt, 50% of such fees, expenses and reimbursements contained in this Section 3.3 shall be performed under or with respect to any Casa Ley Sale Expenses and the remaining 50% of such agreement or contract by any of Grantorfees, expenses and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating theretoreimbursements shall not be Casa Ley Sale Expenses.

Indemnity and Expenses. (a) Each Grantor jointly and severally agrees to defend, protect, indemnify Collateral and hold the Administrative Agent harmless from and against any and all claims, losses damages, losses, liabilities, obligations, penalties, fees, costs and liabilities growing expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of the Administrative Agent’s counsel) to the extent that they arise out of or resulting otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly arising from Collateral the Administrative Agent's own ’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction. (b) Grantor The Grantors will upon demand pay to Collateral the Administrative Agent the amount of any and all reasonable costs and expenses, including the reasonable fees fees, costs, expenses and disbursements of its counsel for the Administrative Agent and of any experts and agentsagents (including, without limitation, any collateral trustee which may act as agent of the Administrative Agent), which Collateral the Administrative Agent may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (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 or enforcement of any of the rights of Collateral the Administrative Agent hereunder hereunder, or (iv) the failure by any of Grantor to perform or observe any of the provisions hereof. (c) hereof If any Grantor assume all responsibility and liability arising from the use fails to promptly pay any portion of the Trademarksabove costs, Patents fees and Copyrightsexpenses when due or to perform any other obligation of such Grantor under this Agreement, the Administrative Agent or any other Lender may, at its option, but shall not be required to, pay or perform the same and charge such Grantor’s account for all fees, costs and expenses incurred therefor, and each Grantor hereby indemnify agrees to reimburse the Administrative Agent or such Lender therefor on demand All sums so paid or incurred by the Administrative Agent or any other Lender for any of the foregoing, any and hold Collateral Agent harmless from all other sums for which any Grantor may become liable hereunder and against any claimall fees, suit, loss, damage or expense costs and expenses (including reasonable attorneys' ’ fees, legal expenses and court costs) arising out of incurred by the Administrative Agent or any alleged defect other Lender in any product manufactured, promoted enforcing or sold by protecting the security interests granted to the Administrative Agent pursuant to this Agreement or any of Grantor their rights or remedies under this Agreement shall be payable on demand, shall constitute Obligations, shall bear interest until paid at the highest rate provided in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, Financing Agreement and shall have no responsibility for, be secured by the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating theretoCollateral.

Indemnity and Expenses. (a) Grantor agrees to indemnify Collateral The Pledgor hereby indemnifies and holds harmless the Administrative Agent from and against any and all claims, losses losses, and liabilities growing arising out of or resulting from this Pledge Agreement (including, without limitation, including enforcement of this Pledge Agreement), except claims, losses losses, or liabilities directly arising resulting from Collateral the Administrative Agent's own ’s gross negligence or willful misconduct. ; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (bOTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) Grantor will upon demand pay to Collateral Agent all legal and other reasonable out-of-pocket expenses incurred by the amount of any and all reasonable expensesAdministrative Agent, including the reasonable fees fees, charges and disbursements of its counsel and of any experts and agentsfor the Administrative Agent, which Collateral Agent may incur in connection with (i) the preparation, execution, delivery and administration of this AgreementPledge Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, (ii) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with 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 filing, recording, refiling or enforcement of any rerecording of the rights Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to, and all releases and terminations of, any thereof and any and all other documents or instruments of Collateral Agent hereunder further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof, and (iv) all out-of-pocket expenses incurred by the failure by any of Grantor to perform or observe any of Administrative Agent, including the provisions hereof. (c) Grantor assume all responsibility fees, charges and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out disbursements of any alleged defect in any product manufacturedcounsel for the Administrative Agent, promoted or sold by any of Grantor in connection with any Trademark the enforcement or out protection of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agentits rights in connection with this Pledge Agreement. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor Each Grantor, jointly and severally, agrees to indemnify Collateral the Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from Collateral the Agent's own gross negligence negligence, willful misconduct or willful misconductbad faith. (b) Grantor The Grantors will upon demand pay to Collateral the Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral the Agent may incur in connection with (i) the administration of this 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 or enforcement of any of the rights of Collateral the Agent hereunder or (iv) the failure by any of Grantor the Grantors to perform or observe any of the provisions hereof. (c) Grantor The Grantors assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby the Grantors hereby, jointly and severally, indemnify and hold Collateral the Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor the Grantors in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor the Grantors except as the same may have resulted from the gross negligence or negligence, willful misconduct or bad faith of Collateral the Agent. (d) Grantor Each of the Grantors agree that Collateral the Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantorthe Grantors, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral the Agent, Grantor each of the Grantors hereby jointly and severally agree to indemnify and hold Collateral the Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Each Grantor agrees agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Holders, jointly and severally, harmless from and against any and all claims, losses damages, losses, liabilities, obligations, penalties, fees, costs and liabilities growing expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person's counsel) to the extent that they arise out of or resulting otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly arising from Collateral Agentsuch Person's own gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction. (b) Each Grantor will agrees, jointly and severally, to upon demand pay to the Collateral Agent the amount of any and all reasonable and out-of-pocket costs and expenses, including the reasonable fees fees, costs, expenses and disbursements of its counsel for the Collateral Agent and of any experts and agentsagents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (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 or enforcement of any of the rights of the Collateral Agent hereunder hereunder, or (iv) to the extent that Collateral Agent is authorized under this Agreement to perform or observe any such provision on behalf of a Grantor, the failure by any of Grantor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) The Grantor agrees to indemnify Collateral Agent and hold the Investors, its Affiliates and each officer, director and agent of the Investors or any of its Affiliates (the "Indemnitees") harmless from and against any and all claims, losses damages, losses, liabilities, obligations, penalties, costs or expenses (including, without limitation, reasonable legal fees, costs, expenses and liabilities growing other client charges) to the extent that they arise out of or resulting otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly arising from Collateral Agentan Indemnitee's own gross negligence or willful misconductmisconduct as determined by a final determination of a court of competent jurisdiction. (b) Without limiting the generality of the foregoing, the Grantor will upon demand pay to Collateral Agent each Indemnitee (i) the amount of any and all reasonable costs and expenses, including the reasonable fees fees, costs, expenses and disbursements other client charges of its counsel for such Indemnitee and of any experts and agentsagents (including, without limitation, any Person which may act as agent of such Indemnitee), which Collateral Agent such Indemnitee may incur in connection with (iA) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, or (iiB) the custody, preservation, use or operation ofof the Collateral and (ii) the amount of any and all costs and expenses, or including the reasonable fees, costs, expenses and other client charges of counsel for such Indemnitee and of any experts and agents (including, without limitation, any Person which may act as agent of such Indemnitee), which such Indemnitee may incur in connection with (A) the sale of, collection from, or other realization upon, any of the Collateral, (iiiB) the exercise or enforcement of any of the rights of Collateral Agent hereunder such Indemnitee hereunder, or (ivC) the failure by any of the Grantor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor agrees to indemnify Collateral The Pledgor hereby indemnifies and holds harmless the Global Administrative Agent from and against any and all claims, losses losses, and liabilities growing arising out of or resulting from this Pledge Agreement (including, without limitation, including enforcement of this Pledge Agreement), except claims, losses losses, or liabilities directly arising resulting from Collateral the Global Administrative Agent's own ’s gross negligence or willful wilful misconduct. ; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE GLOBAL ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (bOTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. Pledgor shall pay (i) Grantor will upon demand pay to Collateral Agent all legal and other reasonable out-of-pocket expenses incurred by the amount of any and all reasonable expensesGlobal Administrative Agent, including the reasonable fees fees, charges and disbursements of its counsel and of any experts and agentsfor the Global Administrative Agent, which Collateral Agent may incur in connection with (i) the preparation, execution, delivery and administration of this AgreementPledge Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, (ii) all legal and other reasonable out-of-pocket expenses incurred by the Global Administrative Agent in connection with 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 filing, recording, refiling or enforcement of any rerecording of the rights Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to, and all releases and terminations of, any thereof and any and all other documents or instruments of Collateral Agent hereunder further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof, and (iv) all out-of-pocket expenses incurred by the failure by any of Grantor to perform or observe any of Global Administrative Agent, including the provisions hereof. (c) Grantor assume all responsibility fees, charges and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out disbursements of any alleged defect in any product manufacturedcounsel for the Global Administrative Agent, promoted or sold by any of Grantor in connection with any Trademark the enforcement or out protection of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agentits rights in connection with this Pledge Agreement. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor Each Pledgor jointly and severally agrees to defend, protect, indemnify and hold harmless the Collateral Agent and the Trustee (and all of their respective officers, directors, employees, attorneys, consultants and agents) from and against any and all claimsdamages, losses losses, liabilities, obligations, penalties, fees and liabilities growing reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees, costs, expenses and disbursements of the Collateral Agent's and the Trustee's counsel) to the extent that they arise out of or resulting otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except except, claims, losses or liabilities resulting solely and directly arising from Collateral Agentsuch Person's own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. (b) Grantor will Each Pledgor jointly and severally agrees to pay to the Collateral Agent upon demand pay to Collateral Agent the amount of any and all reasonable expensesout-of-pocket costs and expenses of the Collateral Agent, including the reasonable fees fees, costs, expenses and disbursements of its the Collateral Agent's counsel and of any experts and agentsagents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent) which the Collateral Agent may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or 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 Collateral Agent hereunder hereunder, or (iv) the failure by any of Grantor Pledgor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor agrees The Pledgors hereby agree, jointly and severally, to indemnify and hold harmless the Collateral Agent Agent, the other Secured Parties and their respective Related Parties (each, an “Indemnified Party”) from and against any and all claims, losses and liabilities growing arising out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent that such claims, losses or liabilities directly arising are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from Collateral Agent's own the gross negligence or willful misconduct. (b) Grantor misconduct of such Indemnified Party. To the extent not paid by the Borrowers pursuant to Section 9.03 of the Credit Agreement, upon demand, each Pledgor will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Agent may incur in connection with with: (ia) the administration of this Agreement, the Credit Agreement and each other Loan Document; (iib) the custody, preservation, use use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, ; (iiic) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or hereunder; or (ivd) the failure by any of Grantor such Pledgor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from . To the use extent that any of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Pledgors fails to pay any amount required to be paid by it to the Collateral Agent harmless from and against any hereunder, each Lender severally agrees to pay to the Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, suitdamage, lossliability or related expense, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same case may have resulted from be, was incurred by or asserted against the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except its capacity as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating theretosuch.

Indemnity and Expenses. (a) Grantor The Company hereby agrees to indemnify Collateral Agent and hold harmless the Trustee (the "Indemnitee") from any losses, damages, liabilities, claims and related expenses, and shall indemnify and hold harmless each Indemnitee from all fees and expenses, incurred by any Indemnitee or asserted against any Indemnitee by any Person other than such Indemnitee and all claimsits Related Parties arising out of, losses and liabilities growing out of in connection with or resulting from this Agreement (includingor any failure of any Secured Obligations to be the legal, without limitationvalid, enforcement and binding obligations of this Agreement)the Company enforceable against the Company in accordance with their terms; provided that such indemnity shall not, except as to any Indemnitee, be available to the extent that such losses, claims, losses damages, liabilities or liabilities directly arising from Collateral Agent's own gross negligence or willful misconduct. (b) Grantor will upon demand pay to Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral Agent may incur in connection with related expenses (i) the administration are determined by a court of this 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 or enforcement of any of the rights of Collateral Agent hereunder or (iv) the failure competent jurisdiction by any of Grantor final and nonappealable judgment to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agentsuch Indemnitee, (ii) result from a claim brought by the Company against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder, if the Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iii) result from a claim not involving an act or omission of the Company or any of its subsidiaries. (db) Grantor agree that Collateral Agent does not assumeThe Company agrees to pay or reimburse the Trustee for all its costs and expenses incurred in collecting against the Company its Secured Obligations or otherwise protecting, and shall have no responsibility forenforcing or preserving any rights or remedies under this Agreement. (c) Without prejudice to the survival of any other agreement of the Company under this Agreement, the agreements and obligations of the Company contained in this Section 6.07 shall survive termination of the Indenture and payment in full of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any Obligations and all claims by any person relating theretoother amounts payable under this Agreement.

Indemnity and Expenses. (a) Grantor agrees The Pledgors hereby agree, jointly and severally, to indemnify and hold harmless the Collateral Agent Agent, the other Secured Parties and their respective Related Parties (each, an “Indemnified Party”) from and against any and all claims, losses and liabilities growing arising out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent that such claims, losses or liabilities directly arising are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from Collateral Agent's own the gross negligence or willful misconduct. (b) Grantor misconduct of such Indemnified Party. To the extent not paid by the Borrowers pursuant to Section 9.03 of the Credit Agreement, upon demand, each Pledgor will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Agent may incur in connection with with: (ia) the administration of this Agreement, the Credit Agreement and each other Loan Document; (iib) the custody, preservation, use use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, ; (iiic) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or hereunder; or (ivd) the failure by any of Grantor such Pledgor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from . To the use extent that any of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Pledgors fails to pay any amount required to be paid by it to the Collateral Agent harmless from and against any hereunder, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, suitdamage, lossliability or related expense, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same case may have resulted from be, was incurred by or asserted against the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except its capacity as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating theretosuch.

Indemnity and Expenses. (a) Grantor Each Grantor, jointly and severally, agrees to indemnify Collateral the Administrative Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from Collateral the Administrative Agent's own gross negligence negligence, willful misconduct or willful misconductbad faith. (b) Grantor The Grantors will upon demand pay to Collateral the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral the Administrative Agent may incur in connection with (i) the administration of this 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 or enforcement of any of the rights of Collateral the Administrative Agent hereunder or (iv) the failure by any of Grantor the Grantors to perform or observe any of the provisions hereof. (c) Grantor The Grantors assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby the Grantors hereby, jointly and severally, indemnify and hold Collateral the Administrative Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor the Grantors in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor the Grantors except as the same may have resulted from the gross negligence or negligence, willful misconduct or bad faith of Collateral the Administrative Agent. (d) Grantor Each of the Grantors agree that Collateral the Administrative Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantorthe Grantors, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral the Administrative Agent, Grantor each of the Grantors hereby jointly and severally agree to indemnify and hold Collateral the Administrative Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor Each Grantor, jointly and severally, agrees to indemnify Collateral the Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from Collateral the Agent's own gross negligence negligence, willful misconduct or willful misconductbad faith. (b) Grantor The Grantors will upon demand pay to Collateral the Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral the Agent may incur in connection with (i) the administration of this 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 or enforcement of any of the rights of Collateral the Agent hereunder or (iv) the failure by any of Grantor the Grantors to perform or observe any of the provisions hereof. (c) Grantor The Grantors assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby the Grantors hereby, jointly and severally, indemnify and hold Collateral the Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor the Grantors in connection with any Trademark or out of the manufacture, promotion, labelinglabelling, sale or advertisement of any such product by any of Grantor the Grantors except as the same may have resulted from the gross negligence or negligence, willful misconduct or bad faith of Collateral the Agent. (d) Grantor Each of the Grantors agree that Collateral the Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantorthe Grantors, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral the Agent, Grantor each of the Grantors hereby jointly and severally agree to indemnify and hold Collateral the Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Each Grantor agrees to indemnify Collateral Agent indemnify, defend and save and hold harmless each Secured Party and each 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 growing expenses (including, without limitation, reasonable and documented fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities directly arising expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from Collateral Agent's own such Indemnified Party’s bad faith, gross negligence or willful misconduct. The obligations of the Grantors under this paragraph shall survive the termination of this Agreement (and any earlier resignation or removal of the Collateral Agent or any Collateral Agent). (b) Each Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including including, without limitation, the reasonable and documented fees and disbursements out-of-pocket expenses of its counsel and of any experts and agents, which that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any of the CollateralCollateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder or (iv) the failure by any of such Grantor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from ; provided that, any such payment or reimbursement to the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from for fees and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out expenses of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or counsel with respect to any such agreement or contract by the administration of this Agreement and the custody and preservation of any of Grantorthe Collateral shall be limited to the reasonable and documented fees, out-of-pocket charges and except as disbursements of one firm of counsel for the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold one firm of local counsel retained by the Collateral Agent harmless with respect to any in each relevant local jurisdiction and all claims one firm of special counsel retained by any person relating theretothe Collateral Agent for each relevant specialty.

Indemnity and Expenses. (a) Each Grantor hereby agrees to indemnify Collateral Agent and hold harmless the Secured Party and its Affiliates and the directors, officers, employees, partners, agents, trustees, administrators, managers, advisors and representatives (each, an “Indemnitee”) from any losses, damages, liabilities, claims and related expenses (including the fees and expenses of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any and all claimsIndemnitee by any Person (including any Grantor) arising out of, losses and liabilities growing out of in connection with or resulting from this Agreement (including, without limitation, including the enforcement of this Agreement)) or any failure of any Secured Obligations to be the legal, except valid, and binding obligations of any Grantor enforceable against such Grantor in accordance with their terms, whether brought by a third party or by such Grantor; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, losses damages, liabilities or liabilities directly arising from Collateral Agent's own gross negligence or willful misconduct. (b) Grantor will upon demand pay to Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral Agent may incur in connection with related expenses (i) the administration are determined by a court of this 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 or enforcement of any of the rights of Collateral Agent hereunder or (iv) the failure competent jurisdiction by any of Grantor final and nonappealable judgment to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agentsuch Indemnitee or (ii) result from a claim brought by any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) To the fullest extent permitted by applicable law, each Grantor hereby agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any other Loan Document. (c) Each Grantor agrees to pay or reimburse the Secured Party for all of its reasonable costs and expenses incurred in collecting against such Grantor its Secured Obligations or otherwise protecting, enforcing or preserving any rights or remedies under this Agreement and the other Loan Documents to which such Grantor is a party, including the fees and other charges of counsel to the Secured Party. (d) Grantor agree that Collateral Agent does All amounts due under this Section 6.07 shall be payable not assumelater than ten (10) days after demand therefor, shall constitute Secured Obligations and shall have no responsibility forbear interest until paid at a rate per annum equal to the highest rate per annum at which interest would then be payable on any past due Notes under the Note Purchase Agreement. (e) Without prejudice to the survival of any other agreement of any Grantor under this Agreement or any other Loan Documents, the agreements and obligations of each Grantor contained in this Section shall survive termination of the Loan Documents and payment in full of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any Obligations and all claims by any person relating theretoother amounts payable under this Agreement.

Indemnity and Expenses. (a) The Grantor agrees to indemnify Collateral the Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from Collateral the Agent's own gross negligence or willful misconduct. (b) The Grantor will upon demand pay to Collateral the Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral the Agent may incur in connection with (i) the administration of this Agreement, (iiAgreement,(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 or enforcement of any of the rights of Collateral the Agent hereunder or (iv) the failure by any of the Grantor to perform or observe any of the provisions hereof. (c) The Grantor assume assumes all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and the Grantor hereby indemnify indemnifies and hold Collateral holds the Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of the Grantor in connection with any Trademark or out of the manufacture, promotion, labelinglabelling, sale or advertisement of any such product by any of the Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral the Agent. (d) The Grantor agree agrees that Collateral the Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations Obligations to be performed under or with respect to any such agreement or contract by any of the Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral the Agent, the Grantor hereby agree agrees to indemnify and hold Collateral the Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) The Grantor agrees to indemnify Collateral the Pledge Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Pledge Agreement (including, without limitation, enforcement of this Pledge Agreement), except claims, losses or liabilities directly arising from Collateral the Pledge Agent's own gross negligence negligence, willful misconduct or willful misconductbad faith. (b) The Grantor will upon demand pay to Collateral the Pledge Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral the Pledge Agent may incur in connection with (i) the administration of this Pledge 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 or enforcement of any of the rights of Collateral the Pledge Agent hereunder or (iv) the failure by any of the Grantor to perform or observe any of the provisions hereof. (c) The Grantor assume all responsibility and liability arising from agrees that the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Pledge Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract other than included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of the Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral the Pledge Agent, the Grantor hereby agree agrees to indemnify and hold Collateral the Pledge Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor Each Grantor, jointly and severally, agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from the Collateral Agent's ’s own gross negligence negligence, willful misconduct or willful misconductbad faith. (b) Grantor The Grantors will upon demand promptly after receiving written demand, together with backup documentation supporting such reimbursement request, pay to the Collateral Agent the amount of any and all reasonable expenses, fees and reasonable out-of-pocket expenses of the Collateral Agent and its Affiliates (including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Collateral Agent and its counsel Affiliates and of any experts the Collateral Agent’s and agents, its Affiliates’ internal and third-party consultants) which the Collateral Agent and its Affiliates may incur in connection with (i) the administration of this 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 or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by any of Grantor the Grantors to perform or observe any of the provisions hereof. (c) Grantor The Grantors assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out Copyrights except to the extent such liability is a direct result of the manufactureCollateral Agent’s own gross negligence, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agentor bad faith. (d) Grantor agree Each of the Grantors agrees that the Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantorthe Grantors, and except as the same may have resulted directly from the gross negligence or negligence, willful misconduct or bad faith of the Collateral Agent, Grantor each of the Grantors hereby jointly and severally agree to indemnify and hold the Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor Each Grantor, jointly and severally, agrees to indemnify Collateral the Administrative Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from Collateral the Administrative Agent's ’s own gross negligence or negligence, willful misconduct, bad faith or breach of an express contractual obligation. (b) Grantor The Grantors will upon demand pay to Collateral the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral the Administrative Agent may incur in connection with (i) the administration of this 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 or enforcement of any of the rights of Collateral the Administrative Agent hereunder or (iv) the failure by any of Grantor the Grantors to perform or observe any of the provisions hereof. (c) Grantor The Grantors assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby the Grantors hereby, jointly and severally, indemnify and hold Collateral the Administrative Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' ’ fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor the Grantors in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor the Grantors, except as the same may have resulted from the gross negligence negligence, willful misconduct, bad faith or willful misconduct breach of Collateral an express contractual obligation of the Administrative Agent. (d) Grantor agree Each of the Grantors agrees that Collateral the Administrative Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantorthe Grantors, and except as the same may have resulted from the gross negligence or negligence, willful misconduct or breach of Collateral an express contractual obligation of the Administrative Agent, Grantor each of the Grantors hereby agree jointly and severally agrees to indemnify and hold Collateral the Administrative Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. Each of the Grantors agrees: (a) Grantor agrees to indemnify pay or reimburse the Collateral Agent from for all its out-of-pocket costs and against expenses reasonably incurred in connection with the development, preparation and execution of, and any and all claimsamendment, losses and liabilities growing out of supplement or resulting from modification to, this Agreement (includingand the other Loan Documents and any other documents prepared in connection herewith or therewith, without limitation, enforcement and the consummation and administration of this Agreement), except claims, losses or liabilities directly arising from Collateral Agent's own gross negligence or willful misconduct. (b) Grantor will upon demand pay to Collateral Agent the amount of any transactions contemplated hereby and all reasonable expensesthereby, including the reasonable fees and disbursements of its counsel and of any experts and agents, which to such Collateral Agent may incur and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Grantors prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Collateral Agent shall deem appropriate; (b) to pay or reimburse the Collateral Agent, each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, in each case, after the occurrence and during the continuance of an Event of Default, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Collateral Agent, each Lender and of counsel to such Agent; (c) to pay, indemnify, and hold the Collateral Agent, each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold the Collateral Agent, Lender and Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons, (ii) the custody, preservation, use any untrue statement or operation ofalleged untrue statement of a material fact contained in, or omissions or alleged omissions in, information furnished by any Group Member to the sale of, collection from, Administrative Agent or other realization upon, any of the Collateral, its affiliates and (iii) the exercise or enforcement reasonable fees and expenses of any of the rights of Collateral Agent hereunder or (iv) the failure by any of Grantor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor legal counsel in connection with any Trademark claims, actions or out of the manufacture, promotion, labeling, sale or advertisement of any such product proceedings by any Indemnitee against any Group Member under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Grantors shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of Grantor except as the same may a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 12 shall be payable not later than 10 days after written demand therefor. Statements payable by the Grantor pursuant to this Section 12 shall be submitted to the Grantors as set forth in Section 13(a), or to such other Person or address as may be hereafter designated by the Grantor in a written notice to the Collateral Agent. (d) Grantor agree that Collateral Agent does not assume. The agreements in this Section 12 shall survive repayment of the Loans and all other amounts payable hereunder. If any action, and shall have no responsibility forsuit, the payment of any sums due proceeding or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or investigation is commenced, with respect to an Indemnified Liability, the Indemnitee shall notify the Grantors with reasonable promptness, provided, however, that any such agreement or contract failure by any an Indemnitee to so notify the Grantors shall not relieve the Grantors from their obligations hereunder. The Indemnitees shall have the right to retain counsel of Grantortheir choice to represent it, and except as the same may have resulted Grantors shall pay the reasonable fees, expenses and disbursement of such counsel, and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Grantors and any counsel designated by the Grantors. The Grantors shall be liable for any settlement of any claim against an Indemnitee made with the Grantors written consent, which consent shall not be unreasonably withheld. Without the prior written consent of the Indemnitees, the Grantors shall not settle or compromise any claim, permit a default or consent to the entry of any judgment in respect thereof, unless such settlement includes an explicit and unconditional release from the gross negligence party bringing such claim against the Indemnitee and does not admit any wrong doing on the part of such Indemnitee. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but is found by a judgment of a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provided for indemnification in such case, then the Grantors, on the one hand, and the Indemnitee, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements to which such Indemnitee may be subject in accordance with the relative benefits received by the Grantors, on the one hand, and such Indemnitee, on the other hand, and also the relative fault of the Grantors, on the one hand, and such Indemnitee, on the other hand, in connection with the statements, acts or willful misconduct of Collateral Agentomissions which resulted in such losses, Grantor hereby agree claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to indemnify and hold Collateral Agent harmless with respect to contribution from any and all claims by any other person relating theretowho is not also found liable for such fraudulent misrepresentation.

Indemnity and Expenses. (a) Grantor Each Grantor, jointly and severally, agrees to indemnify Collateral the Administrative Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from Collateral the Administrative Agent's ’s own gross negligence negligence, willful misconduct or willful misconductbad faith. (b) Grantor The Grantors will upon demand pay to Collateral the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Collateral the Administrative Agent may incur in connection with (i) the administration of this 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 or enforcement of any of the rights of Collateral the Administrative Agent hereunder or (iv) the failure by any of Grantor the Grantors to perform or observe any of the provisions hereof. (c) Grantor The Grantors assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby the Grantors hereby, jointly and severally, indemnify and hold Collateral the Administrative Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' ’ fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor the Grantors in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor the Grantors, except as the same may have resulted from the gross negligence or negligence, willful misconduct or bad faith of Collateral the Administrative Agent. (d) Grantor agree Each of the Grantors agrees that Collateral the Administrative Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantorthe Grantors, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral the Administrative Agent, Grantor each of the Grantors hereby agree jointly and severally agrees to indemnify and hold Collateral the Administrative Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under any other Second Lien Document: (a) Each Grantor agrees to will indemnify the Collateral Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, including enforcement of this Agreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE OR STRICT LIABILITY, except to the extent such claims, losses or liabilities directly arising from Collateral Agent's own are proximately caused by such indemnified party’s individual gross negligence or willful misconduct. (b) Each Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable costs and expenses, including the reasonable fees and disbursements of its the Collateral Agent’s counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the perfection and preservation of this security interest created under this Agreement, (iii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, ; (iiiv) the exercise or enforcement of any of the rights of the Collateral Agent hereunder hereunder; or (ivvi) the failure by any of Grantor to perform or observe any of the provisions hereof, except expenses resulting from the Collateral Agent’s individual gross negligence or willful misconduct. (c) Grantor assume In addition to the foregoing rights, in acting hereunder the Collateral Agent shall have all responsibility and liability arising from the use of the Trademarksrights, Patents protections and Copyrights, and Grantor hereby indemnify and hold immunities granted to the Collateral Agent harmless from and against any claimunder the Indenture, suit, loss, damage or expense (including reasonable attorneys' fees) arising out all of any alleged defect in any product manufactured, promoted or sold which are incorporated by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agentreference herein. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor Without limiting any indemnity provided under the Note Purchase Agreement or any other Transaction Document, the Borrower agrees to indemnify and defend the Collateral Agent (including, for the purposes of this Section 17, its agents and affiliates and its officers, directors, employees, consultants and advisors and any of their affiliates (each an “Indemnified Party”), from and against any and all claims, losses and liabilities growing out of or resulting from this Security Agreement or any other Transaction Document (including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities directly arising resulting from Collateral Agent's own an Indemnified Party’s gross negligence or willful misconduct. (b) Grantor The Borrower will upon demand promptly pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and out-of-pocket expenses or disbursements of its counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i1) the administration negotiation or preparation of, or any closing under, and the perfection of (including any filing or recording fees) any and all Liens contemplated by this AgreementSecurity Agreement and any other related documents, (ii2) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii3) the exercise interpretation, performance or enforcement of any of the rights of the Collateral Agent. Without limiting in any manner the generality of the foregoing, the Borrower will promptly pay all out-of-pocket costs and expenses of the Collateral Agent hereunder or (iv) the any Purchaser upon failure by any of Grantor the Borrower to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage this Agreement or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor upon demand in connection with the bankruptcy or other insolvency proceeding involving the Borrower; in each case, including without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Collateral Agent and of any Trademark consultants or out expert witnesses retained by the Collateral Agent, with respect to any aspect of the manufactureSecured Obligations or otherwise relating to the transactions contemplated hereby. All amounts payable by the Borrower under this Section 17(b) shall be paid together with interest thereon, promotionfrom the date incurred by the Collateral Agent until paid, labelingcalculated on the basis of a year of 365 or 366 days, sale or advertisement as applicable, and for the actual number of any such product by days elapsed, at the highest rate of interest then applicable to any of Grantor except the Secured Obligations. The Collateral Agent shall not be liable to the Borrower for damages as a result of delays or other causes other than those caused by the same may have resulted from the Collateral Agent’s gross negligence or willful misconduct misconduct. This Section 17 shall survive satisfaction of Collateral Agentthe Secured Obligations and termination of this Security Agreement. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor Each Grantor, jointly and severally, agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from the Collateral Agent's own gross negligence or willful misconduct. (b) Grantor The Grantors will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this 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 or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by any of Grantor the Grantors to perform or observe any of the provisions hereof. (c) Grantor The Grantors assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby the Grantors hereby, jointly and severally, indemnify and hold the Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor the Grantors in connection with any Trademark or out of the manufacture, promotion, labelinglabelling, sale or advertisement of any such product by any of Grantor the Grantors except as the same may have resulted from the gross negligence or negligence, willful misconduct or bad faith of the Collateral Agent. (d) Grantor Each of the Grantors agree that the Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantorthe Grantors, and except as the same may have resulted from the gross negligence or willful misconduct of the Collateral Agent, Grantor each of the Grantors hereby jointly and severally agree to indemnify and hold the Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Each U.S. Grantor agrees to indemnify Collateral Agent indemnify, defend and save and hold harmless each Guaranteed Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all actual claims, losses damages, losses, liabilities and liabilities growing out of or resulting from this Agreement out-of-pocket expenses (including, without limitation, enforcement reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities directly arising expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Collateral Agent's own such Indemnified Party’s gross negligence or willful misconduct. (b) Each U.S. Grantor will upon agrees to pay on demand pay to (i) all reasonable out-of-pocket costs and expenses of the Collateral Agent in connection with the amount administration, modification and amendment of, or any consent or waiver under, this Agreement (including, without limitation, (A) all reasonable out- of-pocket due diligence, collateral review, syndication, transportation, duplication, appraisal, audit, title insurance, consultant, lien search, filing and recording fees and expenses and (B) the reasonable out-of- pocket fees and expenses of counsel for the Collateral Agent with respect thereto, with respect to advising the Collateral Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement, with respect to negotiations with any U.S. Grantor or with other creditors of any U.S. Grantor or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all reasonable expensescosts and expenses of the Collateral Agent and each Guaranteed Party in connection with the enforcement of this Agreement, including whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and disbursements expenses of its counsel for the Collateral Agent and each Guaranteed Party with respect thereto); provided that the U.S. Grantors shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to special counsel and of any experts and agentsup to one local counsel in each applicable local jurisdiction) for all Indemnified Parties unless, which Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any reasonable opinion of the Collateral, (iii) the exercise or enforcement of any of the rights of Collateral Agent hereunder or (iv) the failure by any of Grantor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree representation of all such Indemnified Parties would be inappropriate due to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating theretothe existence of an actual or potential conflict of interest.

Indemnity and Expenses. (a) Grantor The Collateral Agent shall not have any liability to any Person and shall be indemnified and held harmless by Debtor for any liability incurred by reason of taking or refraining from taking any action with respect to the Collateral, except in the case such liability results solely from the gross negligence or willful misconduct of the Collateral Agent as determined by a final non-appealable judgment by a court of competent jurisdiction. Debtor agrees to indemnify the Collateral Agent from and against any and all claims, losses losses, and liabilities growing arising out of or resulting from connected with this Agreement (including, without limitation, enforcement of this Agreement), except such claims, losses losses, or liabilities directly arising resulting solely from the Collateral Agent's own ’s gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. This Section 18(a) shall survive any termination of this Agreement. (b) Grantor will upon demand Debtor agrees to pay to all expenses, costs, and disbursements incurred by the Collateral Agent the amount of any and (including, without limitation, all reasonable expenses, including the reasonable attorneys’ fees and disbursements of its counsel and of any experts and agents, which other legal expenses incurred by the Collateral Agent may incur in connection therewith) in connection with (i) retaking, holding, collecting, preparing for sale, and selling or otherwise realizing upon, liquidating, or disposing of the administration of this AgreementCollateral, (ii) the custodyenforcement of its rights hereunder upon the occurrence and during the continuance of an Event of Default, preservation(iii) the performance by the Collateral Agent of any agreement, use or operation ofcovenant, or obligation of Debtor contained herein that Debtor has failed or refused to perform, and (iv) the sale ofparticipation or other involvement of the Collateral Agent and any Secured Note Holder with (A) bankruptcy, collection frominsolvency, receivership, foreclosure, winding up, or other realization uponliquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise, or settlement in respect of any of the Collateral, (iii) and for the exercise or enforcement of any care of the Collateral and defending or asserting rights and claims of the Collateral Agent hereunder and the Secured Note Holders in respect thereof, by litigation or otherwise, including expenses of insurance, (ivB) the failure by any of Grantor to perform judicial or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrightsregulatory proceedings, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim(C) workout, suitrestructuring, lossor other negotiations or proceedings (whether or not the workout, damage restructuring or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agenttransaction contemplated thereby is consummated). (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Grantor Each Grantor, jointly and severally, agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities directly arising from the Collateral Agent's ’s own gross negligence negligence, willful misconduct or willful misconductbad faith. (b) Grantor The Grantors will promptly upon written demand together, with backup documentation supporting such reimbursement request, pay to the Collateral Agent the amount of any and all reasonable expenses, fees and reasonable out-of-pocket expenses of the Collateral Agent and its Affiliates (including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Collateral Agent and its counsel Affiliates and of any experts the Collateral Agent’s and agents, its Affiliates’ internal and third-party consultants) which the Collateral Agent and its Affiliates may incur in connection with (i) the administration of this 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 or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by any of Grantor the Grantors to perform or observe any of the provisions hereof. (c) Grantor The Grantors assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out Copyrights except to the extent such liability is a direct result of the manufactureCollateral Agent’s own gross negligence, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agentor bad faith. (d) Grantor agree Each of the Grantors agrees that the Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantorthe Grantors, and except as the same may have resulted directly from the gross negligence or negligence, willful misconduct or bad faith of the Collateral Agent, Grantor each of the Grantors hereby jointly and severally agree to indemnify and hold the Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Each Grantor agrees to indemnify Collateral Agent and hold harmless each Lender (to the full extent permitted by law) from and against any and all claims, losses demands, losses, damages, obligations, judgments, liabilities, costs and liabilities growing expenses (including, without limitation, legal fees, costs, expenses and other client charges) of whatever nature arising out of or otherwise resulting from this Agreement (including, without limitation, enforcement of this Agreement). In no event shall any Lender be liable to any of the Grantors for any matter or thing in connection with this Agreement or any other Loan Document other than to account for moneys actually received by it in accordance with the terms hereof, except claimsits obligations hereunder, losses or liabilities directly arising from Collateral Agent's own and for its gross negligence or willful misconductmisconduct with respect to the Collateral as determined by a final judgment of a court of competent jurisdiction. The indemnification of the Lenders set forth in the immediately preceding paragraph is cumulative and not exclusive of any indemnity of the Lenders set forth in the other Loan Documents. (b) Each Grantor will pay upon demand pay to Collateral Agent any Lender the amount of any and all reasonable costs and expenses, including the reasonable fees fees, costs, expenses and disbursements other client charges of its counsel and of any experts and agentsagents (including, without limitation, any Person which Collateral Agent may act as agent for such Lender), that such Lender may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of Collateral Agent the Lenders hereunder or (iv) the failure by any of such Grantor to perform or observe any of the provisions hereof, and all amounts so incurred by any Lender shall be entitled to the benefits of Section 9.05 of the Loan Agreement. (c) Grantor assume all responsibility and liability arising from All indemnities contained in this Section 5.10 shall survive the use termination of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agentthis Agreement. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.

Indemnity and Expenses. (a) Each Grantor agrees to indemnify Collateral Agent indemnify, defend and save and hold harmless each Secured Party and each 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 growing expenses (including, without limitation, reasonable and documented fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claimsto the extent such claim, losses damage, loss, liability or liabilities directly arising expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from Collateral Agent's own such Indemnified Party’s bad faith, gross negligence or willful misconduct. The obligations of the Grantors under this paragraph shall survive the termination of this Agreement (and any earlier resignation or removal of the Administrative Agent or any Collateral Agent). (b) Each Grantor will upon demand pay to Collateral the Administrative Agent the amount of any and all reasonable expenses, including including, without limitation, the reasonable and documented fees and disbursements out-of-pocket expenses of its counsel and of any experts and agents, which Collateral that the Administrative Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any of the CollateralCollateral of such Grantor, (iii) the exercise or enforcement of any of the rights of Collateral the Administrative Agent or the other Secured Parties hereunder or (iv) the failure by any of such Grantor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks; provided that, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any payment or reimbursement to the Administrative Agent for fees and expenses of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or counsel with respect to any such agreement or contract by the administration of this Agreement and the custody and preservation of any of Grantorthe Collateral shall be limited to the reasonable and documented fees, out-of-pocket charges and except as disbursements of one firm of counsel for the same may have resulted from the gross negligence or willful misconduct of Collateral Administrative Agent, Grantor hereby agree to indemnify one firm of local counsel retained by the Administrative Agent in each relevant local jurisdiction and hold Collateral one firm of special counsel retained by the Administrative Agent harmless with respect to any and all claims by any person relating theretofor each relevant specialty.

Indemnity and Expenses. Each of the Grantors agrees: (a) Grantor agrees to indemnify pay or reimburse the Collateral Agent from for all its out-of-pocket costs and against expenses reasonably incurred in connection with the development, preparation and execution of, and any and all claimsamendment, losses and liabilities growing out of supplement or resulting from modification to, this Agreement (includingand the other Loan Documents and any other documents prepared in connection herewith or therewith, without limitation, enforcement and the consummation and administration of this Agreement), except claims, losses or liabilities directly arising from Collateral Agent's own gross negligence or willful misconduct. (b) Grantor will upon demand pay to Collateral Agent the amount of any transactions contemplated hereby and all reasonable expensesthereby, including the reasonable fees and disbursements of its counsel and of any experts and agents, which to such Collateral Agent may incur and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Grantors prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Collateral Agent shall deem appropriate; (b) to pay or reimburse the Collateral Agent, each Lender and Agent for all its costs and expenses incurred in connection with (i) the administration enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, in each case, after the occurrence and during the continuance of an Event of Default, including the fees and disbursements of counsel (iiincluding the allocated fees and expenses of in-house counsel) to the custodyCollateral Agent, preservationeach Lender and of counsel to such Agent; (c) to pay, use indemnify, and hold the Collateral Agent, each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or operation resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or the sale of, collection from, consummation or other realization upon, any of the Collateral, (iii) the exercise or enforcement administration of any of the rights of Collateral Agent hereunder transactions contemplated by, or (iv) any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the failure by any of Grantor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility other Loan Documents and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assumeother documents, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.and

Indemnity and Expenses. (a) Grantor agrees to defend, protect, indemnify Collateral Agent and hold each Indemnitee harmless from and against any and all claimsdamages, losses losses, liabilities, obligations, penalties, fees, costs and liabilities growing expenses (including, without limitation, reasonable legal fees, costs and expenses of counsel) to the extent that they arise out of or resulting otherwise result from this Agreement (including, without limitation, enforcement of this Agreement); provided, except claimshowever, losses or liabilities directly arising from Collateral Agent's own that Grantor shall not have any obligation under this Section 9(a) to any Indemnitee caused by such Person’s gross negligence or willful misconduct. (b) Grantor will upon demand agrees to pay to the Collateral Agent compensation for its services hereunder, as has been agreed to in writing, and upon reasonable request the amount of any and all reasonable costs and expenses, including the reasonable fees fees, costs, expenses and disbursements of its counsel and of any experts and agentsfor the Collateral Agent, which the Collateral Agent may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (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 or enforcement of any of the rights of the Collateral Agent hereunder hereunder, or (iv) the failure by any of Grantor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from Notwithstanding anything to the use of contrary in this Agreement, the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold grants to the Collateral Agent harmless from and against any claima lien on the Collateral such that, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to event that any and all claims by any person relating thereto.charges payable under this Section 9 shall not be timely paid, the Collateral Agent shall have the right to pay itself from the Collateral the full amount owed, provided that written notice of the Collateral Agent’s intent to proceed under this section be given at least five business days in advance of such action. The provisions of this Section 9 shall survive the termination of the Agreement

Indemnity and Expenses. (a) Grantor agrees The Grantors agree, jointly and severally, to indemnify Collateral and hold the Administrative Agent harmless from and against any and all claims, losses damages, losses, liabilities, obligations, penalties, costs or expenses (including, without limitation, legal fees, costs and liabilities growing expenses) to the extent that they arise out of or resulting otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly arising from Collateral the Administrative Agent's own gross negligence or willful misconductmisconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in- fact selected by it in good faith. (b) Grantor will The Grantors agree to pay to the Administrative Agent upon demand pay to Collateral Agent (i) the amount of any and all reasonable costs and expenses, including the reasonable fees fees, costs and disbursements expenses of its counsel for the Administrative Agent and of any experts and agentsagents (including, without limitation, any Person which may act as agent of the Administrative Agent), which Collateral the Administrative Agent may incur in connection with (iA) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, or (iiB) the custody, preservation, use or operation of, collection from, or other realization upon the Collateral, and (ii) the amount of any and all costs and expenses, including the reasonable fees, costs and expenses of counsel for the Administrative Agent and of any experts and agents (including, without limitation, any Person which may act as agent of the Administrative Agent), which the Administrative Agent may incur in connection with (A) the sale of, collection from, or other realization upon, any of the Collateral, (iiiB) the exercise or enforcement of any of the rights of Collateral the Administrative Agent hereunder hereunder, or (ivC) the failure by any of a Grantor to perform or observe any of the provisions hereof. , including, without limitation, all manner of participation in or other involvement with (cw) Grantor assume all responsibility and liability arising from performance by the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Administrative Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations of the Grantors in respect of the Collateral that the Grantors have failed or refused to be performed under perform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or with liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect to any such agreement or contract by of any of Grantorthe Collateral, and except as for the same may have resulted from care of the gross negligence Collateral and defending or willful misconduct asserting rights and claims of Collateral Agentthe Administrative Agent in respect thereof, Grantor hereby agree to indemnify by litigation or otherwise, including expenses of insurance, (y) judicial or regulatory proceedings and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto(z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated).

Indemnity and Expenses. (a) Grantor The Pledgor agrees to indemnify Collateral Agent indemnify, defend, protect and hold harmless the Pledgee (and all of its respective officers, directors, employees, attorneys, consultants and agents) from and against any and all claims, losses damages, losses, liabilities obligations, penalties, fees, costs and liabilities growing expenses (including, without limitation, reasonable legal fees, costs, expenses and disbursements of counsel) to the extent that they arise out of or resulting otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except except, as to any such indemnified Person, claims, losses or liabilities damages, losses, liabilities, obligations, penalties, fees, costs and expenses resulting solely and directly arising from Collateral Agent's own such Person’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. (b) Grantor will The Pledgor agrees to pay to the Pledgee upon demand pay to Collateral Agent the amount of any and all reasonable costs and expenses, including the reasonable fees fees, costs, expenses and disbursements of its the Pledgee’s counsel and of any experts and agents, which Collateral Agent the Pledgee may incur in connection with (i) the administration preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Collateral Agent hereunder the Pledgee hereunder, or (iv) the failure by any of Grantor Pledgor to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from The Pledgor agrees to pay to the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees) arising out of any alleged defect certain fees set forth in any product manufactured, promoted or sold by any of Grantor in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of Grantor except as the same may have resulted from the gross negligence or willful misconduct Schedule of Collateral Agent. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except Fees attached as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.Exhibit A.

Indemnity and Expenses. (a) Grantor Without limiting any indemnity provided under the Note Purchase Agreement or any Loan Document, each Borrower agrees to indemnify and defend the Collateral Agent (including, for the purposes of this Section 17, its agents and affiliates and its officers, directors, employees, consultants and advisors and any of their affiliates (each an “Indemnified Party”)), from and against any and all claims, losses and liabilities growing out of or resulting from this Security Agreement or any Loan Document (including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities directly arising resulting from Collateral Agent's own an Indemnified Party’s gross negligence or willful misconduct. (b) Grantor Each Borrower will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and out-of-pocket expenses or disbursements of its counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i1) the administration negotiation or preparation of, or any closing under, and the perfection of (including any filing or recording fees) any and all Liens contemplated by this AgreementSecurity Agreement and any other related documents, (ii2) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii3) the exercise interpretation, performance or enforcement of any of the rights of the Collateral Agent. Without limiting in any manner the generality of the foregoing, each Borrower will pay all reasonable out-of-pocket costs and expenses of the Collateral Agent hereunder or (iv) the any Purchaser upon failure by any of Grantor the Borrowers to perform or observe any of the provisions hereof. (c) Grantor assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights, and Grantor hereby indemnify and hold Collateral Agent harmless from and against any claim, suit, loss, damage this Agreement or expense (including reasonable attorneys' fees) arising out of any alleged defect in any product manufactured, promoted or sold by any of Grantor upon demand in connection with the bankruptcy or other insolvency proceeding involving a Borrower; in each case, including without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Collateral Agent and of any Trademark consultants or out expert witnesses retained by the Collateral Agent, with respect to any aspect of the manufactureSecured Obligations or otherwise relating to the transactions contemplated hereby. All amounts payable by the Borrowers under this Section 17(b) shall be paid together with interest thereon, promotionfrom the date incurred by the Collateral Agent until paid, labelingcalculated on the basis of a year of 365 or 366 days, sale or advertisement as applicable, and for the actual number of any such product by days elapsed, at the highest rate of interest then applicable to any of Grantor except the Secured Obligations. The Collateral Agent shall not be liable to the Borrowers for damages as a result of delays, temporary withdrawals of the same may have resulted Equipment from service or other causes other than those caused by the Collateral Agent’s gross negligence or willful misconduct misconduct. This Section 17 shall survive satisfaction of Collateral Agentthe Secured Obligations and termination of this Security Agreement. (d) Grantor agree that Collateral Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of Grantor, and except as the same may have resulted from the gross negligence or willful misconduct of Collateral Agent, Grantor hereby agree to indemnify and hold Collateral Agent harmless with respect to any and all claims by any person relating thereto.