Common use of Indemnification; Reimbursement of Expenses of Collection Clause in Contracts

Indemnification; Reimbursement of Expenses of Collection. Company hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, defend and hold harmless (on an after-tax basis) the Lender and its successors and assigns and its directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company of the proceeds of the Loan, or (C) the Lender’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, and (ii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company or any actual or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is bound. In addition, the Company shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrowers hereby agrees agree that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrowers will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent, each Lender, the Letter of Credit Issuer and its successors each other Secured Party and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the Lenderissuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof or (D) any Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by a Borrower in connection with compliance by such Borrower, or any of its properties, with any federal, state or local Environmental Laws, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director Owner of the Company any Borrower against such Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In addition, the Company shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Each Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company such Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender and its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the issuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof or any change in the value of a foreign currency covered by any Letter of Credit or (D) the Lender’s 's entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by a Borrower in connection with compliance by such Borrower, or any of its properties, with any federal, state or local Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company a Borrower or any actual or purported violation of a the Company’s governing documents Borrower's Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In addition, the Company Borrowers shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrowers hereunder are unenforceable for any reason, the Company Borrowers hereby agrees agree to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the TBCC Loan and Security Agreement -------------------------------------------------------------------------------- Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Borrowers hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company agree that Borrowers will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent, each Lender, and its successors each other Secured Party and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising after the Closing Date out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the Lender[reserved] or (D) any Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) the presence or Release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries; any Environmental Actions or any Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries; or any other action taken or required to be taken by a Borrower in connection with compliance by such Borrower, or any of its properties, with any Environmental Laws, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director Owner of the Company any Borrower against such Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In additionThis Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, the Company shallclaims, upon demanddamages, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or etc. arising from any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligationsnon-Tax claim.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrowers hereby agrees agree that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrowers will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent, each Lender, the Letter of Credit Issuer and its successors each other Secured Party and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the Lenderissuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof or (D) any Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by a Borrower in connection with compliance by such Borrower, or any of its properties, with any federal, state or local Environmental Laws, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director owner of the Company any Borrower against such Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In addition, the Company shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent, the Lenders and its successors and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, shareholders and attorneys and affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the Loan, Loans or (C) the Agent's or any Lender’s 's entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlementsettlement (provided that any such settlement has been approved by the Borrower), court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by the Borrower in connection with compliance by the Borrower, or any of its properties, with any federal, state or local Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's Governing Documents or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In addition, the Company Borrower shall, upon demand, pay to the Lender Agent all costs and expenses incurred by the Lender Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Agent and each Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company The Borrowers hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, jointly and severally indemnify and agree to defend and hold harmless (on an after-tax basis) the Lender Agent, the Issuing Bank and its successors each of the Lenders and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates (each, an “Indemnified Party”) counsel from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) judgments or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (ia) any litigation, investigationinvestigations, claim claims or proceeding proceedings which arise out of or are in any way related to (Ai) this Agreement, any other Loan Document Credit Agreement or the transactions contemplated hereby or therebyhereby, (Bii) the issuance of the Letters of Credit, (iii) the failure of the Issuing Bank to honor a drawing under any Letter of Credit, as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, (iv) any actual or proposed use by the Company any Person at any time party hereto as a Borrower of the proceeds of the LoanLoans, or (Cv) the Lender’s Agent's or the Lenders' entering into this Credit Agreement, the other Loan Credit Documents or any other agreements and documents relating hereto or (other than consequential damages vi) any aspect of the financial restructuring of RSC Holdings and loss its Subsidiaries pursuant to the plan of anticipated profits or earnings)reorganization confirmed by order of the United States Bankruptcy Court for the District of Delaware entered on August 24, 1995, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, proceeding or any advice rendered in connection with any of the foregoing and (iib) any pending, threatened remedial or actual action, claim, proceeding other action taken by a Credit Party or suit by any shareholder or director of the Company Lenders in connection with compliance by a Credit Party or any actual or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is boundSubsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. In addition, the Company Borrowers shall, upon demand, pay to the Lender all costs Agent and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in (Aw) enforcing or defending its rights under or in respect of this Credit Agreement, the other Loan Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (Bx) in collecting all or any part of the Obligations or otherwise administering this Agreement and Obligations, (Cy) in foreclosing or otherwise realizing collecting upon the Collateral or any part thereof. If thereof and to the extent that the obligations of the Company hereunder are unenforceable for (z) obtaining any reasonlegal, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the accounting or other Loan Documents and the payment advice in full of the Obligations, and are in addition to, and not in substitution of, connection with any of the other Obligationsforegoing.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrowers hereby agrees agree that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrowers will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent, each Lender, the Letter of Credit Issuer and its successors each other Secured Party and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys attorneys, confirming banks, advising banks and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, including reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the Lenderissuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof or (D) any Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, including amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) the presence or Release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries; any Environmental Actions or any Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries; or any other action taken or required to be taken by a Borrower as required to be in material compliance by or liability of such Borrower, its business, or any of its owned or occupied properties, pursuant to any applicable Environmental Laws, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director owner of the Company any Borrower against such Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In addition, the Company shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Borrowers hereby agrees agree that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrowers will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent, each Lender, and its successors each other Secured Party and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the Lender[reserved] or (D) any Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) the presence or Release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries; any Environmental Actions or any Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries; or any other action taken or required to be taken by a Borrower in connection with compliance by such Borrower, or any of its properties, with any Environmental Laws, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director Owner of the Company any Borrower against such Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In additionThis Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, the Company shallclaims, upon demanddamages, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or etc. arising from any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligationsnon-Tax claim.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent and its successors and assigns and its assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Agent Indemnified Party”), and each Lender and each other Secured Party and their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and Affiliates (each, a “Lender Indemnified Party”; together with each Agent Indemnified Party, each an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing)actions, judgments, suits (whether threatened or existing) or expenses (including, without limitation, notarial fees, service provider fees, translation fees and reasonable fees and disbursements of counselcounsel (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of (v) one primary counsel to the Agent Indemnified Parties, taken as a whole, (w) one primary counsel to the Lender Indemnified Parties, taken as a whole, (x) one local counsel (in each relevant jurisdiction), (y) one special counsel (in each reasonably necessary specialty) and (z) in the case of any actual or perceived conflict of interest, one additional local and/or special counsel (as applicable)), experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconductmisconduct or material breach by such Lender Indemnified Party of this Agreement) arising out of or by reason of (i) any litigation, investigation, claim or proceeding (regardless of whether such litigation, investigation, claim or proceeding is brought by or against a third party or by or against any Company or any Company’s directors, shareholders or creditors, and regardless of whether any Indemnified Party is a party thereto) related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the Loan, Loans or (C) the Lenderany Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel (subject to the limitations set forth above) incurred in connection with any such litigation, investigation, claim or proceeding, and (ii) the presence or Release of Hazardous Materials at, on, under, to or from any pendingassets or properties owned, threatened leased or actual action, claim, proceeding or suit operated by any shareholder or director of the Company Company; any Environmental Actions or any actual Remedial Actions related in any way to any such assets or purported violation properties of a the any Company’s governing documents ; or any other agreement action taken or instrument required to which the be taken by a Company is a party in connection with compliance by such Company, or by which any of its properties is boundproperties, with any Environmental Laws. In addition, the Company shall, upon demand, pay This Section 12.4 shall not apply with respect to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and Taxes other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid than any Taxes that represent losses or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or damages arising from any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereofnon-Tax claim. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.127

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or Agreement, the other Loan Documents are consummated, the Company Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender Administrative Agent, the Lenders and its successors and assigns and its their respective Affiliates (including Xxxxxxx Xxxxx), successors, assigns, directors, officers, agents, employees, advisors, shareholders, shareholders and attorneys and affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, including reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the Loan, Loans or (C) the Administrative Agent's, any Lender’s 's or Xxxxxxx Xxxxx'x entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, including amounts paid in settlementsettlement (provided that any such settlement has been approved by the Borrower), court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by the Borrower in connection with compliance by the Borrower, or any of its properties, with any federal, state or local Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's Governing Documents or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. Promptly after receipt of any Claim by a third party against an Indemnified Party which may result in an entitlement to indemnification under this paragraph, the Administrative Agent or Indemnified Party shall send a copy thereof to the Borrower, and Borrower shall have the right to defend such claim at its expense with counsel reasonably satisfactory to the Indemnified Party, as long as such defense is being expeditiously conducted. Notwithstanding the foregoing, the failure to promptly give such notice shall not negate or impair the Borrower's indemnification obligations hereunder, but shall give the Borrower the right to offset against any indemnification payment required to be made by it hereunder with respect to such Claim an amount equal to any damages caused to the Borrower by the failure to give such prompt notice. Neither the Borrower nor any Indemnified Party shall settle any third party Claim without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. In addition, the Company Borrower shall, upon demand, pay to the Lender Administrative Agent all costs and expenses incurred by the Lender Administrative Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Administrative Agent, each Lender and Xxxxxxx Xxxxx, as the case may be, all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Administrative Agent, such Lender or Xxxxxxx Xxxxx in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other ObligationsApplicable Law.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower -------------------------------------------------------- hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and ----------------- against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any ------ Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In addition, addition and without limiting the Company generality of the foregoing. Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or TBCC LOAN AND SECURITY AGREEMENT ---------------------------------------------------------------------- otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2 4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Obligor hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Obligor, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Obligor in connection with compliance by Obligor, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Obligor or any actual or purported violation of a the Company’s governing documents Obligor's charter, by-laws or any other agreement or instrument to which the Company Obligor is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Obligor shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Obligor's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Obligor. If either TBCC or Obligor files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Obligor hereunder are unenforceable for any reason, the Company Obligor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Obligor's obligations hereunder under this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby indemnifies and agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and its successors and assigns and its directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates counsel (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) judgments or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (i) any litigationlitigations, investigationinvestigations, claim claims or proceeding proceedings which arise out of or are in any way related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower or any of its Subsidiaries of the Letters of Credit or the proceeds of the Loan, Revolving Credit Loans or (C) the Lender’s 's entering into this Agreement, the other Loan Documents or any other agreements and documents agreement or document relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, proceeding or any advice rendered in connection with any of the foregoing and (ii) any pendingremedial or other action taken by the Borrower or the Lender in connection with compliance by the Borrower, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company or any actual or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is boundproperties, with any federal, state or local Environmental Laws. In addition, the Company Borrower shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including including, without limitation, recording costs and the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and Agreement, (C) foreclosing or otherwise realizing collecting upon the Collateral or any part thereofthereof and (D) obtaining any legal, accounting or other advice reasonably required in connection with any of the foregoing. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that Obligations which is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Each Borrower hereby indemnifies and agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender Agent, the Issuing Bank and its successors each of the Lenders and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates (each, an “Indemnified Party”) counsel from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) judgments or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (ia) any litigationlitigations, investigationinvestigations, claim claims or proceeding proceedings which arise out of or are in any way related to (Ai) this Credit Agreement, any other Loan Document the existing Credit Agreement or the transactions contemplated hereby or thereby, including, without limitation, the Perry Acquisition or the Xxxx'x Merger, (Bii) the issuance of the Letters of Credit, (iii) the failure of the Issuing Bank to honor a drawing under any Letter of Credit, as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, (iv) any actual or proposed use by the Company any Borrower of the proceeds of the Loan, Loans or (Cv) the Lender’s Agent's or the Lenders' entering into this Credit Agreement, the existing Credit Agreement, the other Loan Credit Documents, the other Existing Credit Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, proceeding or any advice rendered in connection with any of the foregoing and (iib) any pending, threatened remedial or actual action, claim, proceeding or suit other action taken by any shareholder Borrower or director of the Company or any actual or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is boundSubsidiaries in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. In addition, the Company each Borrower shall, upon demand, pay to the Lender all costs Agent and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in (Ai) enforcing or defending its rights under or in respect of this Credit Agreement, the Existing Credit Agreement, the other Loan Credit Documents, the other Existing Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (Bii) in collecting the Obligations or otherwise administering this Agreement and Loans, (Ciii) in foreclosing or otherwise realizing collecting upon the Collateral or any part thereof. If thereof and to the extent that the obligations of the Company hereunder are unenforceable for (iv) obtaining any reasonlegal, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the accounting or other Loan Documents and the payment advice in full of the Obligations, and are in addition to, and not in substitution of, connection with any of the other Obligationsforegoing items (i) through (iii).

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent, the Lenders and its successors and assigns and its their respective successors, assigns, directors, officers, agents, employees, employees advisors, shareholders, shareholders and attorneys and affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of (competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the Loan, Loans or (C) the Agent’s or any Lender’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlementsettlement (provided that any such settlement has been approved by the Borrower), court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by the Borrower in connection with compliance by the Borrower, or any of its properties, with any federal, state or local Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In addition, the Company Borrower shall, upon demand, pay to the Lender Agent all costs and expenses incurred by the Lender Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Agent and each Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees agree to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company The Borrower hereby indemnifies and agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender Agent and its successors each of the Lenders and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates (each, an “Indemnified Party”) counsel from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) judgments or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (ia) any litigationlitigations, investigationinvestigations, claim claims or proceeding proceedings which arise out of or are in any way related to (Ai) this Agreement, any other Loan Document Agreement or the transactions contemplated hereby or thereby, (Bii) any actual or proposed use by the Company Borrower of the proceeds of the Loan, Loans or (Ciii) the Lender’s Agent's or the Lenders' entering into this Agreement, the other Loan Credit Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, proceeding or any advice rendered in connection with any of the foregoing and (iib) any pending, threatened remedial or actual action, claim, proceeding other action taken by the Borrower or suit by any shareholder or director of the Company Lenders in connection with compliance by the Borrower or any actual or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is boundproperties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. In addition, the Company Borrower shall, upon demand, pay to the Lender all costs Agent and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in (Ai) enforcing or defending its rights under or in respect of this Agreement, the other Loan Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (Bii) in collecting the Obligations or otherwise administering this Agreement and Loans, (Ciii) in foreclosing or otherwise realizing collecting upon the Collateral or any part thereof. If thereof and to the extent that the obligations of the Company hereunder are unenforceable for (iv) obtaining any reasonlegal, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the accounting or other Loan Documents and the payment advice in full of the Obligations, and are in addition to, and not in substitution of, connection with any of the other Obligationsforegoing.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or Agreement, the other Loan Documents or the Fee Letter are consummated, the Company Borrower will (other than with respect to the Fee Letter, except with respect to the obligation to pay the Agency Fee, as defined therein) indemnify, defend and hold harmless (on an after-tax basis) the Lender Administrative Agent, the Lenders and its successors and assigns and its their respective Affiliates (including BAS), successors, assigns, directors, officers, agents, employees, advisors, shareholders, shareholders and attorneys and affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, including reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the Loan, Loans or (C) the Administrative Agent's, any Lender’s 's or BAS' entering into this Agreement, the other Loan Documents or any other agreements and documents (other than the Fee Letter) relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, including amounts paid in settlementsettlement (provided that any such settlement has been approved by the Borrower), court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by the Borrower in connection with compliance by the Borrower, or any of its properties, with any federal, state or local Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's Governing Documents or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. Promptly after receipt of any Claim by a third party against an Indemnified Party which may result in an entitlement to indemnification under this paragraph, the Administrative Agent or Indemnified Party shall send a copy thereof to the Borrower, and Borrower shall have the right to defend such claim at its expense with counsel reasonably satisfactory to the Indemnified Party, as long as such defense is being expeditiously conducted. Notwithstanding the foregoing, the failure to promptly give such notice shall not negate or impair the Borrower's indemnification obligations hereunder, but shall give Borrower the right to offset against any indemnification payment required to be made by it hereunder with respect to such Claim an amount equal to any damages caused to the Borrower by the failure to give such prompt notice. Neither the Borrower nor any Indemnified Party shall settle any third party Claim without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. In addition, the Company Borrower shall, upon demand, pay to the Lender Administrative Agent all costs and expenses incurred by the Lender Administrative Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Administrative Agent, each Lender and BAS, as the case may be, all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Administrative Agent, such Lender or BAS in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument (other than the Fee Letter, except with respect to the obligation to pay the Agency Fee, as defined therein) now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other ObligationsApplicable Law.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or * expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in -17- 18 TBCC Loan and Security Agreement -------------------------------------------------------------------------------- respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim: examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, of any of the other Obligations.. *reasonable

Indemnification; Reimbursement of Expenses of Collection. Company (a) Borrowers hereby agrees agree that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrowers will indemnify, defend and hold harmless (on an after-tax basis) Agent, each Lender, the Lender Letter of Credit Issuer and its successors each other Secured Party and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the Lenderissuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof or (D) any Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) the presence or Release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries; any Environmental Actions or any Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries; or any other action taken or required to be taken by a Borrower in connection with compliance by such Borrower, or any of its properties, with any Environmental Laws, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director Owner of the Company any Borrower against such Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In addition, the Company shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”"CLAIMS") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower -------------------------------------------------------- hereby agrees thatindemnifies and agrees, whether or not any of the transactions transactions, contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to c defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and ----------------- against any and all losses, claims, damages, liabilities, deficiencies, obligations, finesFines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any ------ Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into into, this Agreement, the -Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records: protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the Generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entities to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrowers, jointly and severally, hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, indemnify and agree to defend and hold harmless (on an after-tax basis) the Lender Agent, the Issuing Bank and its successors each of the Lenders and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates counsel (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) judgments or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (i) any litigationlitigations, investigationinvestigations, claim claims or proceeding proceedings which arise out of or are in any way related to (A) this Credit Agreement, any other Loan Credit Document or the transactions contemplated hereby or thereby, (B) the issuance of the Letters of Credit, (C) the failure of the Issuing Bank to honor a drawing under any Letter of Credit, as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, (D) any actual or proposed use by the Company Borrowers of the proceeds of the Loan, Loans or (CE) the Lender’s Agent's or the Lenders' entering into this Credit Agreement, the other Loan Credit Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, proceeding or any advice rendered in connection with any of the foregoing and (ii) any pending, threatened remedial or actual action, claim, proceeding or suit other action taken by any shareholder or director of the Company Credit Parties or any actual of the Lenders in connection with compliance by Safety or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is boundSubsidiaries, or any of their respective properties, with any federal, state, provincial or local Environmental Laws. In addition, the Company Borrowers shall, upon demand, pay to the Lender Agent all costs and expenses incurred by the Lender Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Credit Documents, and pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Loan Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) in collecting the Obligations or otherwise administering this Agreement and Obligations, (C) in foreclosing or otherwise realizing collecting upon the Collateral or any part thereof. If thereof and to the extent that the obligations of the Company hereunder are unenforceable for (D) obtaining any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.legal,

Indemnification; Reimbursement of Expenses of Collection. Company Obligor hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Obligor, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Obligor in connection with compliance by Obligor, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Obligor or any actual or purported violation of a the Company’s governing documents Obligor's TBCC Security Agreement ------------------------------------------------------------------------------ charter, by-laws or any other agreement or instrument to which the Company Obligor is a party or by which any of its properties is bound. In addition, addition and without limiting the Company generality of the foregoing. Obligor shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors, commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Obligor's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Obligor. If either TBCC or Obligor files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorney's fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Obligor hereunder are unenforceable for any reason, the Company Obligor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Obligor's obligations hereunder under this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent, the Lenders, each issuer of a Letter of Credit and its successors and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the issuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof, or (D) the Agent’s or any Lender’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by the Borrower in connection with compliance by the Borrower, or any of its properties, with any federal, state or local Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In addition, the Company Borrower shall, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, upon demand, pay to the Lender Agent all costs and expenses incurred by the Lender Agent (including reasonable travel, per diem and other expenses related to the reasonable Agent’s auditing and collateral evaluation and the fees and disbursements of counsel and other professionals, including, without limitation, appraisers) in connection with the preparation, execution, delivery, administrationadministration (including, without limitation, all costs and expenses incurred by the Agent, including the fees and disbursements of counsel and other professionals, in connection with the Borrower’s compliance with Sections 7.1(s), (t) and (u)), modification and amendment of the Loan Documents, and pay to the Agent and each Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals, including, without limitation, appraisers) paid or incurred by the Agent or such Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement Agreement, and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender Lender, each issuer of a Letter of Credit and its successors and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the issuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof, (D) the Lender’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, or (E) any Loan made by the Lender, or any failure by the Lender to make a Loan, under Section 2.2(f), it being understood that (I) the Lender shall be fully indemnified for any Loan made by it under Section 2.2(f) in reliance upon any check, draft, document or other instrument presented for payment against a controlled disbursement account of the Borrower, without any duty whatsoever to determine whether such presentment is authorized or proper and (II) it shall be the responsibility of the Borrower (and not the responsibility of the Lender) to investigate and determine whether any check, draft, document or other instrument presented for payment against any such controlled disbursement account has been properly presented and to notify the Lender in writing immediately of its discovery of any such improper presentment, (ii) any remedial or other action taken or required to be taken by the Borrower in connection with compliance by the Borrower, or any of its properties, with any federal, state or local Environmental Laws and (iii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In addition, the Company Borrower shall, upon demand, pay to the Lender all reasonable costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower -------------------------------------------------------- hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and ------------------- against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any -------- Claim is determined in a final and non-appealable judgment by a -15- TBCC Loan and Security Agreement ----------------------------------------------------------------- court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Each Loan Party hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company such Loan Party will indemnify, defend and hold harmless (on an after-tax basis) the Lender Lender, each issuer of a Letter of Credit and its successors and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s issuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof, (D) the Lender Parties’ entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by any Loan Party in connection with compliance by any Loan Party, or any of its properties, with any federal, state or local Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director holder of the Company an Equity Interest of any Loan Party or any actual or purported violation of a the Companyany Loan Party’s governing documents Governing Documents or any other agreement or instrument to which the Company such Loan Party is a party or by which any of its properties is bound. In addition, the Company each Loan Party shall, upon demand, pay to the Lender Administrative Agent all costs and expenses incurred by the Lender Administrative Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender Parties all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender Parties in (A) enforcing or defending its their rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Loan Parties hereunder are unenforceable for any reason, the Company each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby indemnifies and agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender Agent and the Lenders, and its successors and assigns and its their directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates counsel (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) judgments or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (i) any litigationlitigations, investigationinvestigations, claim claims or proceeding proceedings which arise out of or are in any way related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower or any of its Subsidiaries of the Letters of Credit or the proceeds of the Loan, Revolving Credit Loans or (C) the Agent's or any Lender’s 's entering into this Agreement, the other Loan Documents or any other agreements and documents agreement or document relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, proceeding or any advice rendered in connection with any of the foregoing and (ii) any pending, threatened remedial or actual action, claim, proceeding other action taken by the Borrower or suit by any shareholder or director of the Company Agent or any actual Lender in connection with compliance by the Borrower, or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is boundproperties, with any federal, state or local Environmental Laws. In addition, the Company Borrower shall, upon demand, pay to the Lender Agent all costs and expenses incurred by the Lender Agent (including including, without limitation, recording costs and the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and, upon the occurrence and during the continuance of an Event of Default, pay to the Lender Agent and the Lenders all costs and expenses (including including, without limitation, the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender Agent or the Lenders in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and Obligations, (C) foreclosing or otherwise realizing collecting upon the Collateral or any part thereofthereof and (D) obtaining any legal, accounting or other advice reasonably required in connection with any of the foregoing. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that Obligations which is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby indemnifies and agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and its successors and assigns and its directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates counsel (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened judgments or existing), judgments, suits (whether threatened or existing) or AMENDED AND RESTATED expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (i) any litigationlitigations, investigationinvestigations, claim claims or proceeding proceedings which arise out of or are in any way related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the Letters of Credit or the proceeds of the Loan, Loans or (C) the Lender’s 's entering into this Agreement, the other Loan Documents or any other agreements and documents agreement or document relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, proceeding or any advice rendered in connection with any of the foregoing and (ii) any pendingremedial or other action taken by the Borrower or the Lender in connection with compliance by the Borrower, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company or any actual or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is boundproperties, with any federal, state or local Environmental Laws. In addition, the Company Borrower shall, upon demand, pay to the Lender all reasonable costs and expenses incurred by the Lender (including including, without limitation, recording costs and the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and, upon the occurrence and during the continuance of an Event of Default, pay to the Lender all reasonable costs and expenses (including including, without limitation, the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement Obligations, and (C) foreclosing obtaining any legal, accounting or otherwise realizing upon other advice reasonably required in connection with any of the Collateral or any part thereofforegoing. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that Obligations which is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Borrowers hereby agrees agree that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrowers will indemnify, defend and hold harmless (on an after-tax basis) Agent, each Lender, the Lender Letter of Credit Issuer and its successors each other Secured Party and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys attorneys, confirming banks, advising banks and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, including reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the Lenderissuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof or (D) any Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, including amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) the presence or Release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries; any Environmental Actions or any Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries; or any other action taken or required to be taken by a Borrower in connection with compliance by or liability of such Borrower, its business, or any of its owned or occupied properties, pursuant to any Environmental Laws, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director owner of the Company any Borrower against such Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In addition, the Company shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender and its successors and assigns and its successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s bad faith, gross negligence or willful misconductmisconduct or a material breach by such Indemnified Party of its obligations under this Agreement or any other Loan Document) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder shareholder, director, manager or director owner of the Company Borrower or any actual or purported violation of a the CompanyBorrower’s governing organizational documents or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In addition, the Company Borrower shall, upon demand, pay to the Lender all reasonable and documented out-of-pocket costs and expenses incurred by the Lender (including limited in the case of counsel, to the reasonable and documented fees and disbursements expenses of one outside counsel and other professionalsto Lender (in addition to up to one local counsel in each applicable local jurisdiction)) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all reasonable and documented out-of-pocket costs and expenses (including limited in the case of counsel, to the reasonable and documented fees and disbursements expenses of one outside counsel and other professionalsto Lender (in addition to up to one local counsel in each applicable local jurisdiction) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof; provided that the amount of fees and expenses of Lender in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including expenses of counsel to Lender) through the Closing Date that are required to be paid by Borrower pursuant to Section 4.1(c) and this Section 8.4(a) shall not exceed $15,000. If and to the extent that the obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower -------------------------------------------------------- hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and ------------------- against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or * expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any -------- Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend TBCC Loan and Security Agreement -------------------------------------------------------------------------------- any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.. * reasonable

Indemnification; Reimbursement of Expenses of Collection. Company hereby agrees that(a) The Borrowers hereby, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummatedjointly and severally, the Company will indemnify, indemnify and agree to defend and hold harmless (on an after-tax basis) the Lender Agent, the Collateral Agent, the Issuing Bank and its successors each of the Lenders and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates counsel (each, an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) judgments or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (i) any litigationlitigations, investigationinvestigations, claim claims or proceeding proceedings which arise out of or are in any way related to (A) this Credit Agreement, any other Loan Credit Document or the transactions contemplated hereby or therebythereby including, without limitation, the transactions contemplated by the Senior Note Documents, (B) the issuance of the Letters of Credit, (C) the failure of the Issuing Bank to honor a drawing under any Letter of Credit, as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, (D) any actual or proposed use by the Company Borrowers of the proceeds of the Loan, Revolving Loans or (CE) the Lender’s Agent's, the Collateral Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Loan Credit Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, proceeding or any advice rendered in connection with any of the foregoing and (ii) any pendingremedial or other action taken by the Borrowers, threatened the Agent or actual action, claim, proceeding or suit by any shareholder or director of the Company Lenders in connection with compliance by the Borrowers or any actual or purported violation of a the Company’s governing documents Subsidiaries, or any other agreement of their respective properties, with any federal, state or instrument to which the Company is a party or by which any of its properties is boundlocal Environmental Laws. In addition, the Company Borrowers shall, upon demand, jointly and severally, pay to the Lender Agent all costs and expenses incurred by the Lender Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Credit Documents, pay to the Collateral Agent all costs and expenses incurred by it in connection with collateral audits and inspections, and pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Loan Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) in collecting the Obligations or otherwise administering this Agreement and Obligations, (C) in foreclosing or otherwise realizing collecting upon the Collateral or any part thereofthereof and (D) obtaining any legal, accounting or other advice in connection with any of the foregoing. If and to the extent that the obligations Obligations of the Company Borrowers hereunder are unenforceable for any reason, the Company Borrowers hereby agrees agree to make the maximum contribution to the payment and satisfaction of such obligations that Obligations which is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrowers hereby agrees agree that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrowers will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agent, each Lender, the Letter of Credit Issuer and its successors each other Secured Party and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or 107 existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the Lenderissuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof or (D) any Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by a Borrower in connection with compliance by such Borrower, or any of its properties, with any federal, state or local Environmental Laws, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director owner of the Company any Borrower against such Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In addition, the Company shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender and its successors and assigns and its successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of outside counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s fraud, bad faith, gross negligence or willful misconductmisconduct or a material breach by such Indemnified Party of its obligations under this Agreement or any other Loan Document) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanAdvances or the Letters of Credit, or (C) the Lender’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, and (ii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder shareholder, director, manager or director owner of the Company Borrower or any actual or purported violation of a the CompanyBorrower’s governing organizational documents or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In addition, the Company Borrower shall, upon demand, pay to the Lender all reasonable out-of-pocket costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrowers hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, indemnify and agree to defend and hold harmless (on an after-tax basis) the Agent, each Lender and its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates counsel (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) judgments or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is in any way related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the Loan, Revolving Credit Loans or the Term Loan or (C) the Lender’s Agent's and the Lenders' entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, proceeding or any advice rendered in connection with any of the foregoing and (ii) any pending, threatened remedial or actual action, claim, proceeding other action taken by a Borrower or suit by any shareholder or director of the Company Agent or any actual Lender in connection with compliance by a Borrower, or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is boundproperties, with any federal, state or local Environmental Laws. In addition, the Company Borrowers shall, upon demand, pay to the Lender Agent all costs and expenses incurred by the Lender Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, syndication, administration, modification and amendment of the Loan Documents, and pay to the Agent and each Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender Agent or any Lenders in (A) enforcing or defending its or their rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and Agreement, (C) foreclosing or otherwise realizing upon the Collateral or any part thereofthereof and (D) obtaining any legal, accounting or other advice in connection with any of the foregoing. If and to the extent that the obligations Obligations of the Company Borrowers hereunder are unenforceable for any reason, the Company Borrowers hereby agrees agree to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower --------------------------------------------------------- hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholderssharehold-ers, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilitiesliabil-ities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitationlimi-tation, reasonable fees and disbursements of counsel, expertsex-perts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any TBCC LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- -16- Claim is determined deter-mined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigationinvestiga-tion, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without with-out limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local envi-ronmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported pur-ported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and with-out limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administrationad-ministration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements disburse-ments of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting col-lect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute ac-tions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceed-ing; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or pros-ecute any probate claim, bankruptcy claim, third-party claim, or other claim; exam-ine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's secu-rity interest in, the Collateral; and otherwise represent TBCC in any litigation relat-ing to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be enti-tled to recover its reason-able costs and attorneys' fees, in-cluding (but not limited to) reasonable attorneys' fees and costs incurred in the en-forcement of, execution upon or de-fense of any order, dx-xxxx, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable unen-forceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a)Each Loan Party hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company such Loan Party will indemnify, defend and hold harmless (on an after-tax basis) the Lender Lender, each issuer of a Letter of Credit and its successors and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s issuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof, (D) the Lender Parties’ entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by any Loan Party in connection with compliance by any Loan Party, or any of its properties, with any federal, state or local Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director holder of the Company an Equity Interest of any Loan Party or any actual or purported violation of a the Companyany Loan Party’s governing documents Governing Documents or any other agreement or instrument to which the Company such Loan Party is a party or by which any of its properties is bound. In addition, the Company each Loan Party shall, upon demand, pay to the Lender Administrative Agent all costs and expenses incurred by the Lender Administrative Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender Parties all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender Parties in (A) enforcing or defending its their rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Loan Parties hereunder are unenforceable for any reason, the Company each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower -------------------------------------------------------- hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and ----------------- against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any ------ Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, Agreement any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company or Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC TBCC LOAN AND SECURITY AGREEMENT ---------------------------------------------------------------------- in (A) enforcing or defending order to enforce of defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company . Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “Indemnified Party”"INDEMNIFIED PARTY") TBCC LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------- from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”"CLAIMS") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commerce, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower and its Subsidiaries hereby agrees agree that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrower and its Subsidiaries will indemnify, defend and hold harmless (on an after-tax basis) the Lender Lender, and its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, counsel and experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted solely from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower or its Subsidiaries of the proceeds of the Loan, Loan or (C) the Lender’s 's entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, and (ii) any remedial or other action taken or required to be taken by the Borrower or its Subsidiaries in connection with compliance by the Borrower its Subsidiaries, or any of its properties, with any federal, state or local Environmental Laws, (iii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower, and Affiliate of Borrower or any actual or purported violation of a the Company’s governing documents Borrower's Governing Documents, Grantor's Governing Documents or any other agreement or instrument to which the Company Borrower or Grantor is a party or by which any of its respective properties is are bound, and (iv) any act or omission performed or omitted in a manner reasonably believed by such Indemnified Party to be consistent with this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith. In addition, the Company Borrower and the Grantor shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionalscounsel) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionalscounsel) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrower and its Subsidiaries hereunder are unenforceable for any reason, the Company Borrower and its Subsidiaries hereby agrees agree to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Each Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company such Borrower will indemnify, defend and hold harmless (on an after-tax basis) the Lender Agents and its the Lenders, and their respective successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except"Claims")(except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the issuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof or (D) the Agents' or any Lender’s 's entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other environmental response action taken or required to be taken by a Borrower in connection with compliance by such Borrower, or any of its properties, with any Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company a Borrower or any actual or purported violation of a the Company’s governing documents Borrower's Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In addition, the Company Borrowers shall, upon demand, pay to the Lender Agents all costs and expenses incurred by the Lender Agents (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Agents and each Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agents or such Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrowers hereunder are unenforceable for any reason, the Company Borrowers hereby agrees agree to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company Borrower hereby agrees thatindemnifies and agrees, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender and TBCC, its successors and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys and affiliates Affiliates (each, an “"Indemnified Party”") TBCC Loan and Security Agreement -------------------------------------------------------------------------------- from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding which arises out of or is related to (A) Borrower, or this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the LoanLoans, or (C) the Lender’s TBCC's entering into this Agreement, the Agreement or any other Loan Documents Document or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken by Borrower in connection with compliance by Borrower, or any of its properties, with any federal, state or local environmental laws, rules or regulations, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the Company’s governing documents Borrower's charter, by-laws or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. In additionaddition and without limiting the generality of the foregoing, the Company Borrower shall, upon demand, pay to the Lender TBCC all reasonable costs and expenses incurred by the Lender TBCC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender TBCC all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender TBCC in (A) enforcing order to enforce or defending defend any of its rights under or in respect of this Agreement, the any other Loan Documents Document or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting collect the Obligations or otherwise administering administer this Agreement and (C) foreclosing Agreement, foreclose or otherwise realizing realize upon the Collateral or any part thereof, prosecute actions against, or defend actions by, account debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce TBCC's security interest in, the Collateral; and otherwise represent TBCC in any litigation relating to Borrower. Without limiting the generality of the foregoing, Borrower shall pay TBCC a fee with respect to each wire transfer in the amount of $15 plus all bank charges and a fee of $15 for all returned checks plus all bank charges. If either TBCC or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' fees and costs incurred in the enforcement of, execution upon or defense of any order, decree, award or judgment. If and to the extent that the obligations Obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that the Obligations which is permissible under applicable law. The Company’s Borrower's obligations hereunder under Section 2.4 and this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) Borrowers hereby agrees agree that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company Borrowers will indemnify, defend and hold harmless (on an after-tax basis) Agent, each Lender, the Lender Letter of Credit Issuer and its successors each other Secured Party and assigns and its their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys attorneys, confirming banks, advising banks and affiliates Affiliates (each, an “"Indemnified Party”") from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, including reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “"Claims”") (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s 's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company a Borrower of the proceeds of the LoanLoans, or (C) the Lender’s issuance of any Letter of Credit or the acceptance or payment of any document or draft presented to any issuer thereof or (D) any Indemnified Party's entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, including amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) the presence or Release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries; any Environmental Actions or any Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries; or any other action taken or required to be taken by a Borrower in connection with compliance by or liability of such Borrower, its business, or any of its owned or occupied properties, pursuant to any Environmental Laws, and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director owner of the Company any Borrower against such Borrower or any actual or purported violation of a the Company’s governing documents Borrower's Governing Documents or any other agreement or instrument to which the Company a Borrower is a party or by which any of its properties is bound. In addition, the Company shall, upon demand, pay to the Lender all costs and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company hereunder are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnification; Reimbursement of Expenses of Collection. Company (a) The Borrower hereby agrees that, whether or not any of the transactions contemplated by this Agreement or Agreement, the other Loan Documents or the Fee Letter are consummated, the Company Borrower will (other than with respect to the Fee Letter, except with respect to the obligation to pay the Agency Fee, as defined therein) indemnify, defend and hold harmless (on an after-tax basis) the Lender Administrative Agent, the Lenders and its successors and assigns and its their respective Affiliates (including BAS), successors, assigns, directors, officers, agents, employees, advisors, shareholders, shareholders and attorneys and affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, including reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by the Company Borrower of the proceeds of the Loan, Loans or (C) the Administrative Agent’s, any Lender’s or BAS’ entering into this Agreement, the other Loan Documents or any other agreements and documents (other than the Fee Letter) relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, including amounts paid in settlementsettlement (provided that any such settlement has been approved by the Borrower), court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by the Borrower in connection with compliance by the Borrower, or any of its properties, with any federal, state or local Environmental Laws and (iiiii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of the Company Borrower or any actual or purported violation of a the CompanyBorrower’s governing documents Governing Documents or any other agreement or instrument to which the Company Borrower is a party or by which any of its properties is bound. Promptly after receipt of any Claim by a third party against an Indemnified Party which may result in an entitlement to indemnification under this paragraph, the Administrative Agent or Indemnified Party shall send a copy thereof to the Borrower, and Borrower shall have the right to defend such claim at its expense with counsel reasonably satisfactory to the Indemnified Party, as long as such defense is being expeditiously conducted. Notwithstanding the foregoing, the failure to promptly give such notice shall not negate or impair the Borrower’s indemnification obligations hereunder, but shall give Borrower the right to offset against any indemnification payment required to be made by it hereunder with respect to such Claim an amount equal to any damages caused to the Borrower by the failure to give such prompt notice. Neither the Borrower nor any Indemnified Party shall settle any third party Claim without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. In addition, the Company Borrower shall, upon demand, pay to the Lender Administrative Agent all costs and expenses incurred by the Lender Administrative Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the Administrative Agent, each Lender and BAS, as the case may be, all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Administrative Agent, such Lender or BAS in (A) enforcing or defending its rights under or in respect of this Agreement, the other Loan Documents or any other document or instrument (other than the Fee Letter, except with respect to the obligation to pay the Agency Fee, as defined therein) now or hereafter executed and delivered in connection herewith, (B) collecting the Obligations or otherwise administering this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Company Borrower hereunder are unenforceable for any reason, the Company Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other ObligationsApplicable Law.

Indemnification; Reimbursement of Expenses of Collection. Company The Borrower hereby indemnifies and agrees that, whether or not any of the transactions contemplated by this Agreement or the other Loan Documents are consummated, the Company will indemnify, to defend and hold harmless (on an after-tax basis) the Lender Agent, the Issuing Bank and its successors each of the Lenders and assigns and its their respective directors, officers, agents, employees, advisors, shareholders, attorneys employees and affiliates (each, an “Indemnified Party”) counsel from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) judgments or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) imposed on, asserted against or incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, except to the extent that any Claim it is finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s their own gross negligence or willful misconduct) arising out of or by reason of (ia) any litigation, investigationinvestigations, claim claims or proceeding proceedings which arise out of or are in any way related to (Ai) this Agreement, any other Loan Document Credit Agreement or the transactions contemplated hereby or thereby, (Bii) the issuance of the Letters of Credit, (iii) the failure of the Issuing Bank to honor a drawing under any Letter of Credit, as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, (iv) any actual or proposed use by the Company Borrower of the proceeds of the Loan, Loans or (Cv) the Lender’s Agent's or the Lenders' entering into this Credit Agreement, the other Loan Credit Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings)hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceedingproceeding or any advice rendered in connection with any of the foregoing, and (iib) any pending, threatened remedial or actual action, claim, proceeding other action taken by the Borrower or suit by any shareholder or director of the Company Lenders in connection with compliance by the Borrower or any actual or purported violation of a the Company’s governing documents or any other agreement or instrument to which the Company is a party or by which any of its properties is boundSubsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. In addition, the Company Borrower shall, upon demand, pay to the Lender all costs Agent and expenses incurred by the Lender (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents, and pay to the any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in (Ai) enforcing or defending its rights under or in respect of this Credit Agreement, the other Loan Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (Bii) in collecting the Obligations or otherwise administering this Agreement and Loans, (Ciii) in foreclosing or otherwise realizing collecting upon the Collateral or any part thereof. If thereof and to the extent that the obligations of the Company hereunder are unenforceable for (iv) obtaining any reasonlegal, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Company’s obligations hereunder shall survive any termination of this Agreement and the accounting or other Loan Documents and the payment advice in full of the Obligations, and are in addition to, and not in substitution of, connection with any of the other Obligationsforegoing.