Common use of Indemnity and Expenses Clause in Contracts

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

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

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

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

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

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

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

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

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

Indemnity and Expenses. (a) Each The Grantor agrees, jointly and severally, agrees to defend, protect, indemnify and hold the Collateral harmless each Agent and each of the Noteholders harmless other Indemnitee from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal attorneys’ fees, costs, expenses, expenses and disbursements of disbursements) incurred by such Person’s counsel) Agent or such Indemnitee to the extent that they arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such PersonAgent’s or any such Indemnitee’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each The Grantor agrees, jointly and severally, agrees to pay to the Collateral Agent Agents upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Agents and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentAgents), which the Collateral Agent Agents may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Agents hereunder, or (iv) the failure by any the Grantor to perform or observe any of the provisions hereof.

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral harmless each Agent and each of the Noteholders harmless other Indemnitee from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal attorneys' fees, costs, expenses, expenses and disbursements of disbursements) incurred by such Person’s counsel) Agent or such Indemnitee to the extent that they arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such Person’s Agent's or such Indemnitee's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent Agents upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Agents and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentAgents), which the Collateral Agent Agents may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Agents hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral harmless each Agent and each of the Noteholders harmless other Indemnitee from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable and documented costs and expenses (including, without limitation, reasonable legal and documented attorneys’ fees, costs, expenses, expenses and disbursements of disbursements) incurred by such Person’s counsel) Agent or such Indemnitee to the extent that they arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement of this Agreement); provided, except however, that the Grantors shall not have any obligation to the extent resulting from such Person’s gross negligence any Agent or willful misconductany other Indemnitee under this subsection for any claims, as losses or liabilities which are finally determined by a final non-appealable judgment of a court of competent jurisdiction no longer subject to appealhave resulted primarily from (x) the gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Agent or Indemnitee of its obligations under this Agreement or the other Loan Documents. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent Agents upon demand the amount of any and all reasonable and documented costs and expenses, including the reasonable and documented fees, costs, expenses and disbursements of counsel for the Collateral Agent Agents and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentAgents), which the Collateral Agent Agents may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Agents hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

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

Indemnity and Expenses. (a) Each Grantor agreesThe Pledgor hereby indemnifies and holds harmless the Pledgee, jointly and severally, to defend, protect, indemnify and hold the Collateral Valuation Agent and each of the Noteholders harmless Custodian from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise liabilities arising out of or otherwise result resulting from this Pledge Agreement (including, without limitation, including enforcement of this Pledge Agreement)) except claims, except to issues or liabilities of the extent Custodian and the Valuation Agent resulting from such Person’s the Custodian's or the Valuation Agent's gross negligence or willful wilful misconduct. Upon demand, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (b) Each Grantor agrees, jointly and severally, to the Pledgor will pay to the Collateral Pledgee, the Valuation Agent upon demand and Custodian the amount of any and all costs and reasonable expenses, including the reasonable fees, costs, expenses fees and disbursements of its counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent)agents, which the Collateral Pledgee, the Valuation Agent or Custodian may incur in connection with with: (ia) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Pledge Agreement, ; (iib) the custody, preservation, use use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, ; (iiic) the exercise or enforcement of any of the its rights or remedies of the Collateral Agent hereunder, or ; or (ivd) the failure by any Grantor the Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agreesGrantor, jointly and severally, agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs losses and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise liabilities growing out of or otherwise result resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to claims, losses or liabilities directly arising from the extent resulting from such Person’s Agent's own gross negligence negligence, willful misconduct or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealbad faith. (b) Each Grantor agrees, jointly and severally, to The Grantors will upon demand pay to the Collateral Agent upon demand the amount of any and all costs and expensesreasonable expenses (as to which invoices have been furnished), including the reasonable fees, costs, expenses fees and disbursements of its counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent)agents, which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, hereunder or (iv) the failure by any Grantor of the Grantors to perform or observe any of the provisions hereof. (c) The Grantors assume all responsibility and liability arising from the use of the Trademarks, Patents and Copyrights. (d) Each of the Grantors agrees that the Agent does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any of the Grantors, and except as the same may have resulted from the gross negligence, willful misconduct or bad faith of the Agent, each of the Grantors hereby jointly and severally agree to indemnify and hold the Agent harmless with respect to any and all claims by any person relating thereto.

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

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral Agent and harmless each of the Noteholders harmless Indemnitee from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, expenses and disbursements of incurred by such Person’s counselIndemnitees) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent resulting that such claims, losses or liabilities result from such PersonIndemnitee’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent Buyer, jointly and each of the Noteholders severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, to upon demand pay to the Collateral Agent upon demand Buyer the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Buyer and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentBuyer), which the Collateral Agent Buyer may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Buyer hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, The Pledgor agrees to defend, protect, indemnify and hold harmless the Collateral Agent and Agent, each of the Noteholders harmless Holders and all of their respective stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) from and against any and all third-party claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, attorney’s fees and disbursements of such Person’s counseldisbursements) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except except, as to the extent any such indemnified person or entity, claims, losses or liabilities resulting solely and directly from such Personperson or entity’s gross negligence or willful misconduct, misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction no longer subject and except to appealthe extent that such claims, losses or liabilities result from failure of such indemnified person or entities to comply with applicable securities laws. (b) Each Grantor agrees, jointly and severally, to The Pledgor will pay to the Collateral Agent and any Pledgee upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses fees and disbursements of the Agent or such Pledgee’s counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent)agents, which the Collateral Agent or any Pledgee may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of Pledged Collateral, (iiiii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or a Pledgee hereunder or (iviii) the failure by any Grantor Pledgor to perform or observe any of the provisions hereof.

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

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

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, The Pledgor agrees to defend, protect, indemnify and hold harmless the Collateral Agent and Agent, each of the Noteholders harmless Holders and all of their respective stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) from and against any and all third-party claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, attorney’s fees and disbursements of such Person’s counseldisbursements) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except except, as to the extent any such indemnified person or entity, claims, losses or liabilities resulting solely and directly from such Personperson or entity’s gross negligence or willful misconduct, misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction no longer subject and except to appealthe extent that such claims, losses or liabilities result from failure of such indemnified person or entities to comply with applicable securities laws. (b) Each Grantor agrees, jointly and severally, to The Pledgor will pay to the Collateral Agent and any Pledgee upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses fees and disbursements of the Agent or such Pledgee’s counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent)agents, which the Collateral Agent or any Pledgee may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iiiii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or a Pledgee hereunder or (iviii) the failure by any Grantor Pledgor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Buyer harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, to upon demand pay to the Collateral Agent upon demand Buyer the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Buyer and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentBuyer), which the Collateral Agent Buyer may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Buyer hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, Debtor agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Lender harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement or the Note (including, without limitation, enforcement of this AgreementAgreement and the Note), except to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (b) Each Grantor agrees, jointly and severally, Debtor agrees to pay to the Collateral Agent Lender upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Lender and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentLender), which the Collateral Agent Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Lender hereunder, or (iv) the failure by any Grantor Debtor to perform or observe any of the provisions hereof.

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral Agent and harmless each of the Noteholders harmless Indemnitee from and against any and all claimslosses, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal attorneys' fees, costs, expenses, costs and disbursements of expenses incurred by such Person’s counsel) Indemnitee to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except provided, however, that the Grantors shall not have any obligation to any Indemnitee under this Section 8(a) for any Indemnified Matter caused by the extent resulting from such Person’s gross negligence or willful misconductmisconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold harmless the Collateral Agent and each of the Noteholders harmless other Indemnitee from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, including without limitation, reasonable legal attorneys’ fees, costs, expenses, expenses and disbursements of disbursements) incurred by the Collateral Agent or such Person’s counsel) Indemnitee to the extent that they arise out of or otherwise result from or relate to or are in connection with this Agreement (including, including without limitation, enforcement of this Agreement), except to claims, losses or liabilities resulting solely and directly from the extent resulting from Collateral Agent’s or such PersonIndemnitee’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, including without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each The Grantor agrees, jointly and severally, agrees to defend, protect, indemnify and hold harmless the Collateral Agent Representative and each Seller (and all of the Noteholders harmless their respective attorneys, consultants and agents) from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, fees and other client charges and disbursements of such Person’s the Representative's and each Seller's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except for expenses expressly assumed by Sellers pursuant to this Agreement ("Sellers' Expenses"), and claims, losses or liabilities resulting solely and directly from the extent resulting from such Person’s Representative's or any other Seller's breach of this agreement, gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each The Grantor agrees, jointly and severally, agrees to pay to the Collateral Agent Representative upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Representative and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentRepresentative), other than Sellers' Expenses, which the Collateral Agent Representative may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Representative hereunder, or (iv) the failure by any the Grantor to perform or observe any of the provisions hereof.

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

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

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

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

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

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Buyers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, to to, upon demand, pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement subject to and to the extent under Section 4(h) of the Securities Purchase Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Buyers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, to to, upon demand, pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement subject to and to the extent under Section 4(g) of the Securities Purchase Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral harmless each Agent and each of the Noteholders harmless other Indemnitee from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal attorneys’ fees, costs, expenses, expenses and disbursements of disbursements) incurred by such Person’s counsel) Agent or such Indemnitee to the extent that they arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such PersonAgent’s or such Indemnitee’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent Agents upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Agents and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentAgents), which the Collateral Agent Agents may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Agents hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, Pledgor jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral Agent and harmless each of the Noteholders harmless Indemnitee from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, expenses and disbursements of disbursements) incurred by such Person’s counsel) Indemnitee to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent except, claims, losses or liabilities resulting solely and directly from such PersonIndemnitee’s gross negligence or willful misconduct, misconduct as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, Pledgor jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of the Agent’s counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), ) which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor Pledgor to perform or observe any of the provisions hereof, in each case, except as otherwise provided in Section 11.04 of the Loan Agreement.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Indemnitee harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, costs and disbursements expenses of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement); provided, except however, that the Grantors shall not have any obligation under this Section 8(a) to the extent resulting from any Indemnitee caused by such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agreesThe Collateral Provider agrees to indemnify, jointly defend and severally, to defend, protect, indemnify save and hold the Collateral Agent harmless each Secured Party and each of the Noteholders harmless their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees, costs, expenses, fees and disbursements expenses of such Person’s counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement or any Collateral (including, without limitation, enforcement of this Agreement, any breach or alleged breach of any of the representations, warranties or covenants, or agreements made by the Collateral Provider hereunder), except to the extent resulting from such Person’s gross negligence claim, damage, loss, liability or willful misconductexpense is found in a final, as determined non-appealable judgment by a final judgment of a court of competent jurisdiction no longer subject to appealhave resulted from such Indemnified Party’s gross negligence or wilful misconduct. (b) Each Grantor agrees, jointly and severally, to The Collateral Provider will upon demand pay to the Collateral Agent upon demand or the Secured Parties the amount of any and all costs taxes and all reasonable expenses, including including, without limitation, the reasonable fees, costs, fees and expenses and disbursements of its counsel for the Collateral Agent and of any experts and agents (includingagents, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which that the Collateral Agent or the Secured Parties may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or the Secured Parties hereunder or (iv) the failure by any Grantor the Collateral Provider to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, Pledgor agrees to defend, protect, indemnify and hold save harmless the Collateral Administrative Agent and each the other Secured Parties, or any of the Noteholders harmless them, from and against any and all claims, damagesobligations, losses, liabilities, obligations, penalties, fees, costs causes of action and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise liabilities growing out of or otherwise result resulting from this Agreement (including, without limitation, the enforcement of this AgreementAgreement or the occurrence of any default or breach by such Pledgor or any of its Pledged Subsidiaries or its Pledged Investments of their respective obligations under any Partnership Agreements, Operating Agreements, if any, or limited liability company agreement, partnership agreement, charter, by-laws or other governing documents, as applicable), except to such claims, obligations, losses, penalties, causes of action or liabilities resulting solely and directly from the extent resulting from such Person’s gross negligence or willful misconductmisconduct of the Administrative Agent. The amount of any such claims, as determined by a final judgment obligations, losses, penalties, causes of a court action or liabilities for which indemnification is required under the prior sentence shall be deemed part of competent jurisdiction no longer subject to appealthe Secured Obligations secured hereby. (b) Each Grantor agreesThe Pledgors will, upon demand, jointly and severally, to pay to the Collateral Administrative Agent upon demand the amount of any and all costs and reasonable expenses, including the disbursements and reasonable fees, costs, expenses and disbursements fees of the Administrative Agent’s counsel for the Collateral Agent and of any experts experts, consultants and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent)agents, which the Collateral Administrative Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, ; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged Collateral, ; (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Administrative Agent hereunder, ; or (iv) the failure by any Grantor Pledgor to perform or observe any of the provisions hereof.

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

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

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, Borrower agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Lender harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement or the Note (including, without limitation, enforcement of this AgreementAgreement and the Note), except to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (b) Each Grantor agrees, jointly and severally, Borrower agrees to pay to the Collateral Agent Lender upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Lender and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentLender), which the Collateral Agent Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Lender hereunder, or (iv) the failure by any Grantor Borrower to perform or observe any of the provisions hereof.

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

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

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

Indemnity and Expenses. (a) Each Grantor agreesThe Pledgor hereby indemnifies and holds harmless the Pledgee, jointly and severally, to defend, protect, indemnify and hold the Collateral Valuation Agent and each of the Noteholders harmless Custodian from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise liabilities arising out of or otherwise result resulting from this Pledge Agreement (including, without limitation, including enforcement of this Pledge Agreement)) except claims, except to issues or liabilities of the extent Custodian and the Valuation Agent resulting from such Person’s the Custodian's or the Valuation Agent's gross negligence or willful wilful misconduct. Upon demand, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (b) Each Grantor agrees, jointly and severally, to the Pledgor will pay to the Collateral Pledgee, the Valuation Agent upon demand and Custodian the amount of any and all costs and reasonable expenses, including the reasonable fees, costs, expenses fees and disbursements of its counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent)agents, which the Collateral Pledgee, the Valuation Agent or Custodian may incur in connection with with: (ia) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Pledge Agreement, ; (iib) the custody, preservation, use use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, ; (iiic) the exercise or enforcement of any of the its rights hereunder; or remedies of the Collateral Agent hereunder, or Certificate A Pledge Agreement (ivd) the failure by any Grantor the Pledgor to perform or observe any of the provisions hereof.

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

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, each other Borrower agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such PersonAgent’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to claims, losses or liabilities resulting solely and directly from the extent resulting from such PersonAgent’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, to the other Borrowers will upon demand pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by Grantor or any Grantor other Borrower to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Purchasers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement or any other Security Document (including, without limitation, enforcement of this AgreementAgreement or any other Security Document), except to the extent resulting from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this AgreementAgreement or any other Security Document, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunderhereunder or any other Security Document, or (iv) the failure by any Grantor to perform or observe any of the provisions hereofhereof or any other Security Document.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, The Company agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Buyers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor The Company agrees, jointly and severally, to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may properly incur under the terms hereof after the occurrence and during the continuance of an Event of Default in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iiiii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iviii) the failure by any Grantor the Company to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral harmless each Agent and each of the Noteholders harmless other Indemnitee from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal out-of-pocket attorneys’ fees, costs, expensesexpenses and disbursements, and disbursements which, unless a conflict of interest exists, will be limited to one primary counsel and, if necessary, one local counsel per jurisdiction for the indemnified parties) incurred by such Person’s counsel) Agent or such Indemnitee to the extent that they arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement of this Agreement)) or the other Loan Documents, except to the extent claims, losses or liabilities resulting from such PersonAgent’s or such Indemnitee’s gross negligence negligence, willful misconduct or willful misconductbad faith, or material breach of the Loan Documents by such Agent or such Indemnitee, in each case as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent Agents upon demand demand, the amount of any and all reasonable costs and expenses, including the reasonable fees, costs, expenses and disbursements of one primary counsel and if necessary one local counsel per jurisdiction for the Collateral Agent Agents and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentAgents), which the Collateral Agent Agents may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Agents hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold harmless the Collateral Agent and each of the Noteholders harmless other Indemnitee from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal attorneys' fees, costs, expenses, expenses and disbursements of disbursements) incurred by the Agent or such Person’s counsel) Indemnitee to the extent that they arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement of this Agreement), except to claims, losses or liabilities resulting solely and directly from the extent resulting from Agent's or such Person’s Indemnitee's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Secured Parties harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement; provided in the case of the initial preparation, negotiation, execution, delivery and recordation of this Security Agreement the obligations of the Grantors to pay such fees, costs expenses and disbursements shall be subject to Section 4(g)(ii) of the Purchase Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Indemnitee harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, costs and disbursements expenses of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement); provided, except however, that the Grantors shall not have any obligation under this Section 8(a) to the extent resulting from any Indemnitee caused by such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Buyers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (b) jurisdiction. Each Grantor agrees, jointly and severally, to to, upon demand, pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement subject to and to the extent under Section 4(f) of the Securities Purchase Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral harmless each Agent and each of the Noteholders harmless other Indemnitee from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal attorneys’ fees, costs, expenses, expenses and disbursements of disbursements) incurred by such Person’s counsel) Agent or such Indemnitee to the extent that they arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such PersonAgent’s or such Indemnitee’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent Agents upon demand the amount of any and all reasonable costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Agents and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentAgents), which the Collateral Agent Agents may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Agents hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent Buyer, jointly and each of the Noteholders severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting primarily from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, to upon demand pay to the Collateral Agent upon demand Buyer the amount of any and all documented costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Buyer and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentBuyer), which the Collateral Agent Buyer may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Buyer hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold harmless the Collateral Agent and each of the Noteholders harmless Buyers from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal attorneys' fees, costs, expenses, expenses and disbursements of disbursements) incurred by the Collateral Agent or such Person’s counsel) Buyer to the extent that they arise out of or otherwise result from or relate to or are in connection with (i) any breach by a Grantor of a provision of this Agreement or (includingii) the exercising and enforcing any of the Collateral Agent's rights in accordance with this Agreement and subject thereto. In no event shall Grantor be liable for any claims, without limitation, enforcement of this Agreement), except to the extent losses or liabilities resulting from the Collateral Agent's or such Person’s Buyer's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iiiii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iviii) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent Buyer, jointly and each of the Noteholders severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s Buyer's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to claims, losses or liabilities resulting solely and directly from the extent resulting from such Person’s gross negligence or willful misconductmisconduct of buyer or its agents, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, to upon demand pay to the Collateral Agent upon demand Buyer the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Buyer and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentBuyer), which the Collateral Agent Buyer may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Buyer hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral harmless each Agent and each of the Noteholders harmless other Indemnitee from and against any and all claims, losses, damages, losses, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable legal attorneys' fees, costs, expenses, expenses and disbursements of disbursements) incurred by such Person’s counsel) Agent or such Indemnitee to the extent that they arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting solely and directly from such Person’s Agent's or any such Indemnitee's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent Agents upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent Agents and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral AgentAgents), which the Collateral Agent Agents may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent Agents hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

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

Indemnity and Expenses. (a) Each Grantor agreesThe Collateral Provider agrees to indemnify, jointly defend and severally, to defend, protect, indemnify save and hold the Collateral Agent harmless each Secured Party and each of the Noteholders harmless their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs liabilities and expenses (including, without limitation, reasonable legal fees, costs, expenses, fees and disbursements expenses of such Person’s counsel) to the extent that they arise may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or otherwise result in connection with or resulting from this Agreement or any Collateral (including, without limitation, enforcement of this AgreementAgreement and any breach or alleged breach of any of the representations, warranties or covenants, or agreements made by the Collateral Provider hereunder), except to the extent resulting from such Person’s gross negligence claim, damage, loss, liability or willful misconductexpense is found in a final, as determined non-appealable judgment by a final judgment of a court of competent jurisdiction no longer subject to appealhave resulted from such Indemnified Party’s gross negligence or wilful misconduct. (b) Each Grantor agrees, jointly and severally, to The Collateral Provider will upon demand pay to the Collateral Agent upon demand or the Secured Parties the amount of any and all costs taxes and all reasonable expenses, including including, without limitation, the reasonable fees, costs, fees and expenses and disbursements of its counsel for the Collateral Agent and of any experts and agents (includingagents, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which that the Collateral Agent or the Secured Parties may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or the Secured Parties hereunder or (iv) the failure by any Grantor the Collateral Provider to perform or observe any of the provisions hereof.

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Holder harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and or expenses (including, without limitation, reasonable legal fees, costs, expenses, expenses and disbursements of such Person’s counselother client charges) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to claims, losses or liabilities resulting solely and directly from the extent resulting from such Person’s Agent's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (b) Each Grantor agrees, jointly and severally, to will promptly pay to the Collateral Agent upon demand and each Holder (i) the amount of any and all reasonable costs and expenses, including the reasonable fees, costs, expenses and disbursements other client charges of counsel for the Collateral Agent and each Holder and of any experts and agents (including, without limitation, any collateral trustee Person which may act as agent of the Collateral AgentAgent or any Holder), which the Collateral Agent or any Holder may incur in connection with (iA) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, or (iiB) the custody, preservation, use or operation of, the Collateral, and (ii) the amount of any and all costs and expenses, including the fees, costs, expenses and other client charges of counsel for the Agent and each Holder and of any experts and agents (including, without limitation, any Person which may act as agent of the Agent or any Holder), which the Agent or any Holder may incur in connection with (A) the sale of, collection from, or other realization upon, any Collateral, (iiiB) the exercise or enforcement of any of the rights or remedies of the Collateral Agent and each Holder hereunder, or (ivC) the failure by any Grantor to perform or observe any of the provisions hereof. In connection with any demand for payment under this Section 8(b), the Agent shall deliver to any Grantor a certificate setting forth in reasonable detail any amount or amounts that the Agent or any Holder is entitled to receive pursuant to this Section 8(b) and shall be conclusive and binding absent manifest error.

Indemnity and Expenses. (a) Each The Grantor agrees, jointly and severally, agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Buyers, jointly and severally, harmless from and against any and all claims, damages (other than lost profits and consequential or incidental damages), losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from the Grantor’s breach of this Agreement (including, without limitation, enforcement of this Agreement), except to the extent claims, losses or liabilities resulting from such Person’s 's gross negligence negligence, bad faith or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (b) Each The Grantor agrees, jointly and severally, agrees to upon demand pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

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

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

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Indemnitee harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, costs and disbursements expenses of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement); provided, except however, that the Grantors shall not have any obligation under this Section 8(a) to the extent resulting from any Indemnitee caused by such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction. (b) Each Grantor agrees, jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.