Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. Each Grantor agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons (each, such Person being called an “Indemnitee”) against, and hold each harmless from, any and all losses, claims, damages, liabilities, and related, reasonable, out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:

Indemnity and Expenses. Each Grantor (a) Seller hereby agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof)Purchaser, each other Secured Party, Purchaser’s Affiliates and each Related Party of any of the foregoing Persons its and their officers, directors, employees and agents (each, such Person being called an “IndemniteeIndemnified Parties”) againstfor, and hold each harmless from, any and all losses, claims, damages, liabilities, and related, reasonable, actual documented out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including including, without limitation, the reasonable fees, charges out-of-pocket fees and expenses of outside counsel) or disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors)foregoing, incurred by collectively “Indemnified Amounts”) that may at any Indemnitee time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by a third party or by the Borrower or Indemnified Party in any other Loan Party way whatsoever arising out of, of or in connection with, or relating to, or as a result of, this Agreement and Agreement, the other Loan Documents (including enforcement Transaction Documents, any Transactions, any Event of this Agreement and other Loan DocumentsDefault or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased Assets relating to or (y) arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act in each case, which does not result from a claim the gross negligence or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by Purchaser in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a Loan breach by any Seller Party against an Indemnitee for breach in bad faith or any Affiliate thereof of such Indemnitee’s obligations hereunder any obligation thereunder or under arising out of any other Loan Documentagreement, if such Loan Party has obtained a final and nonappealable judgment indebtedness or liability at any time owing to or in its favor of such claim as determined by account debtor or obligor or its successors from any Seller Party or any Affiliate thereof. The obligation of Seller hereunder is a court recourse obligation of competent jurisdictionSeller. Each Grantor will upon demand pay This Article 27(a) shall not apply with respect to the Administrative Agent the amount of Taxes other than any and all reasonable expensesTaxes that represent losses, including the reasonable fees and disbursements of claims, damages, etc. arising from any experts and agents, which the Administrative Agent may incur in connection with the following:non-Tax claim.

Indemnity and Expenses. Each Grantor Pledgor agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons Person (each, each such Person being called an “Indemnitee”) against, and hold each such Indemnitee harmless from, any and all losses, claims, damages, liabilities, and liabilities or related, reasonable, out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors Pledgors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the GrantorsPledgors), incurred by any Indemnitee or asserted against any Indemnitee by a any third party or by the any Borrower or any other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and the other Loan Documents); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a the Loan Party against an Indemnitee for intentional breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such other Loan Party has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will Pledgor will, upon demand demand, pay to the Administrative Agent the amount of any and all reasonable expenses, including its reasonable counsel fees, charges and disbursements, and the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur incur, subject to the foregoing limitations, in connection with the following:

Indemnity and Expenses. Each Grantor agrees to Assignor jointly and severally agrees (i) to indemnify and hold harmless the Administrative Agent (Assignee and any sub-agent thereof), each other Secured PartyCreditor and their respective successors, assigns, employees, agents and each Related Party of any of the foregoing Persons affiliates (each, such Person being called individually an “Indemnitee,” and collectively the “Indemnitees”) against, from and hold each harmless from, against any and all claims, demands, losses, claims, damages, liabilitiesjudgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, and related(ii) to reimburse each Indemnitee for all reasonable costs and expenses, reasonable, out-of-pocket expenses (including the reasonable attorneys’ fees, charges and disbursements in each case growing out of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to or resulting from this Agreement or the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred exercise by any Indemnitee of any right or asserted against any Indemnitee by a third party remedy granted to it hereunder or by the Borrower or under any other Loan Party arising out ofSecured Debt Agreement (but excluding any claims, in connection withdemands, losses, judgments and liabilities or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity shall not, as to any Indemnitee, be available expenses to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined incurred by a court reason of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable decision)). Each Grantor will upon demand pay to In no event shall the Administrative Agent Assignee be liable, in the amount absence of gross negligence or willful misconduct on its part, for any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur matter or thing in connection with this Agreement other than to account for monies actually received by it in accordance with the following:terms hereof. If and to the extent that the obligations of any Assignor under this Section 8.01 are unenforceable for any reason, such Assignor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

Indemnity and Expenses. Each Grantor agrees to (a) The Guarantors, jointly and severally severally, agree to indemnify and hold harmless the Administrative Agent (and any sub-agent thereof)Agent, each other Secured Party, Noteholder and each Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related, reasonable, out-of-pocket related costs and expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party Person (including an Obligor) arising out of, in connection with, or as a result of, this Agreement and of (i) the other Loan Documents (including enforcement execution or delivery of this Agreement and Limited Guaranty, any other Loan DocumentsNote Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Note Purchase Document, if any such Loan Party Obligor has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:.

Indemnity and Expenses. (a) Each Grantor agrees to jointly and severally indemnify to indemnify, reimburse and hold the Holders, beneficial holders, Collateral Trustee and their respective officers, directors, managers, members, employees, representatives and agents (hereinafter in this Section 10.1 referred to individually as "INDEMNITEE" and collectively as "INDEMNITEES") harmless from any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements (including reasonable attorneys' fees and expenses) (for the Administrative Agent (and purposes of this Section 10.1 the foregoing are collectively called "EXPENSES") for whatsoever kind or nature which may be imposed on, asserted against or incurred by any sub-agent thereof), each of the Indemnitees in any way relating to or arising out of this Agreement or the documents executed in connection herewith or in any other Secured Party, and each Related Party way connected with the administration of the transactions contemplated hereby or the enforcement of any of the foregoing Persons terms of or the preservation of any rights hereunder or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition or use of the Collateral (eachincluding, such Person being called an “Indemnitee”) againstwithout limitation, and hold each harmless fromlatent or other defects, whether or not discoverable), the violation of the applicable laws of any country, state or other governmental body or unit, any and all lossestort (including, claimswithout limitation, damagesclaims arising or imposed under the doctrine of strict liability, liabilities, and related, reasonable, out-of-pocket expenses or for or on account of injury to or the death of any Person (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay or for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower property damage) or any other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documentscontract claim; provided that such indemnity no Indemnitee shall not, as be indemnified pursuant to any Indemnitee, be available this Section 10.1 for expenses to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined caused by a court of competent jurisdiction by final and nonappealable judgment or attributable to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will agrees that upon demand pay to the Administrative Agent the amount written notice by any Indemnitee of any and all assertion that could give rise to an expense, such Grantor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use commercially reasonable expenses, including the reasonable fees and disbursements efforts to promptly notify such Grantor of any experts and agents, such assertion of which the Administrative Agent may incur in connection with the following:such Indemnitee has knowledge.

Indemnity and Expenses. (a) Each Grantor severally agrees (to jointly the extent not promptly reimbursed by the Borrower) to indemnify, defend and severally indemnify save and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, Party and each Related Party of any of the foregoing Persons their Affiliates and their respective officers, directors, employees, agents and advisors (each, such Person being called an “IndemniteeIndemnified Party”) ), pro rata, from and against, and hold each harmless fromshall pay on demand, any and all losses, claims, damages, liabilitieslosses, liabilities and related, reasonable, out-of-pocket expenses (including the including, without limitation, reasonable feesfees and expenses of a single outside counsel and, charges and disbursements if reasonably required, local or specialist counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties or in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out ofreason of (including, without limitation, in connection withwith any investigation, litigation or as proceedings or preparation of a result ofdefense in connection therewith) this Agreement, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that (i) such lossesclaim, claimsdamage, damagesloss, liabilities and related expenses (x) are determined liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party’s bad faith, gross negligence or willful misconduct or material breach of this Agreement or any other Loan Document or arising from a dispute between or among Indemnified Parties (other than any claims against any Agent, Issuing Bank or Swing Line Lender in its capacity as such or a dispute that does not involve any act or omission of the Borrower or any of its Affiliates or (ii) any such Indemnified Party (or any of its Affiliates, successors or assigns) enters a settlement without the Borrower’s written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that clauses (i) and (ii) shall not apply if (x) the Borrower was offered the ability to assume, but elected not to assume, the defense of such Indemnitee action or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentfinal, if such Loan Party has obtained a final and nonappealable non-appealable judgment in its favor of such claim as determined by a court of competent jurisdictionjurisdiction is found in favor of the Indemnified Party in any such proceeding. Each Grantor will upon demand pay The Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of their Affiliates, or any of their respective officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:this Agreement.

Indemnity and Expenses. Each (a) The Grantor agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, Lender and each of its Related Party of any of the foregoing Persons Parties (each, such Person being called an “IndemniteeIndemnified Party”) against, from and hold each harmless from, against any and all losses, claims, damages, liabilitieslosses, liabilities and related, reasonable, out-of-pocket expenses (including the reasonable fees, charges fees and disbursements expenses of counsel of any counsel for Indemnified Party) that may be incurred by or asserted or awarded against any Indemnitee); providedIndemnified Party, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in each case arising out of or in connection with claims brought or by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense reason of (it being understood that upon the occurrence including in connection with any investigation, litigation or proceeding or preparation of an Event of Defaulta defense in connection therewith) this Agreement, all counsel shall be at the cost and expense any of the Grantors), incurred by transactions contemplated herein or the actual or proposed use of the proceeds of the Commitment except that the Grantor shall not have any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity shall not, as obligation hereunder to any Indemnitee, be available Indemnified Party with respect to the extent that such losses, claims, damages, liabilities and related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted any liability resulting from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought Indemnified Party, as determined by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentfinal, if such Loan Party has obtained a final and nonappealable non- appealable judgment in its favor of such claim as determined by a court of competent jurisdiction, or (ii) disputes between or among the Lender and any assignee of the Lender’s rights or obligations under this Agreement or any Person who has purchased a participation in or to all or a portion of the Lender’s rights and obligations under this Agreement that do not involve any acts or omissions of the Grantor. Each In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Grantor will upon demand pay or any of its Related Parties or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Grantor also agrees not to assert any claim against the Lender and any of its Related Parties on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Commitment. Without prejudice to the Administrative Agent the amount survival of any other agreement of the Grantor hereunder, the agreements and all reasonable expenses, including obligations of the reasonable fees and disbursements Grantor contained in this Section 12 shall survive the payment in full of any experts and agents, which the Administrative Agent may incur in connection with the following:Secured Obligations hereunder.

Indemnity and Expenses. Each Grantor agrees to (a) The Grantors hereby jointly and severally agree to indemnify and hold harmless the Administrative Collateral Agent (and any sub-agent thereof), each other Secured Party, Party and each Related Party of any of the foregoing Persons their affiliates, officers, directors, employees, agents, advisors and other representatives (each, such Person being called an “IndemniteeIndemnified Party”) against, from and hold against (and reimburse each harmless from, Indemnified Party as the same are incurred for) any and all losses, claims, damages, liabilitieslosses, liabilities and related, reasonable, out-of-pocket expenses (including including, without limitation, the reasonable fees, disbursements and other charges and disbursements of counsel) that may be incurred by or asserted or awarded against any counsel for any Indemnitee); providedIndemnified Party, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in each case arising out of or in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement or any other Loan Party arising out oftransactions contemplated herein or the exercise of any rights or remedies provided herein (in all cases except as expressly otherwise provided herein, whether or not caused or arising, in connection withwhole or in part, out of the comparative, contributory or as a result ofsole negligence of the Indemnified Party), this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity shall notexcept, as to any Indemniteein each case, be available to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities and related expenses (x) are determined liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party’s gross negligence or negligence, willful misconduct or bad faith. In the case of an investigation, litigation or proceeding to which this indemnity applies, such Indemnitee indemnity shall be effective whether or (y) result from a claim not such investigation, litigation or proceeding is brought by a Loan Grantor, any of its Subsidiaries, equity holders or creditors, a third party or an Indemnified Party against and whether or not an Indemnitee for breach Indemnified Party is otherwise a party thereto. No Indemnified Party shall have any liability (whether direct or indirect, in bad faith contract or tort, or otherwise) to any Grantor or any of such Indemnitee’s obligations hereunder their Affiliates, equity holders or under creditors arising out of or in connection with, or related to any other Loan Documentaspect of, if such Loan Party has obtained this Agreement, except to the extent of direct damages determined in a final and final, nonappealable judgment in its favor of such claim as determined by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. Each Grantor will upon demand pay It is further agreed that the Indemnified Parties (i) shall only have liability to the Administrative Agent the amount Grantors (as opposed to any other Person) and, in each case, shall be liable solely in respect of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur its own obligations or actions under or in connection with this Agreement on a several, and not joint, basis with any other Indemnified Party and (ii) shall not be liable for any special, indirect, consequential or punitive damages. Notwithstanding any other provision hereof, no Indemnified Party shall be liable for any damages arising from the following:use by others of information or other materials obtained through electronic telecommunications or other information transmission systems.

Indemnity and Expenses. (a) Each Grantor hereby agrees to jointly and severally indemnify and hold harmless the Administrative Agent Lender (and any sub-agent thereof), each other Secured Party, ) the Lender and each Related Party of any of the foregoing Persons Lender (each, each such Person being called an “"Indemnitee”") against, and hold each harmless from, from any and all losses, claims, damages, liabilities, claims and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges fees and disbursements expenses of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any Person (including any Grantor ) other Loan Party than such Indemnitee and its Related Parties arising out of, in connection with, with or as a result of, resulting from this Agreement and the other Loan Documents (including including, without limitation, enforcement of this Agreement Agreement) or any failure of any Secured Obligations to be the legal, valid, and other binding obligations of any Loan DocumentsParty enforceable against such Loan Party in accordance with their terms, whether brought by a third party or by such Grantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (yii) result from a claim brought by a any Grantor or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document, if such Grantor or such other Loan Party has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount jurisdiction or (iii) result from a claim not involving an act or omission of any Loan Party or any of its subsidiaries and all reasonable expenses, including that is brought by an Indemnitee against another Indemnitee (other than against the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur Lender in connection with the following:its capacities as such

Indemnity and Expenses. Each Grantor (a) The Guarantor agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof)Agent, each other Secured Party, Noteholder and each Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related, reasonable, out-of-pocket related costs and expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party Person (including an Obligor) arising out of, in connection with, or as a result of, this Agreement and of (i) the other Loan Documents (including enforcement execution or delivery of this Agreement and Limited Guaranty, any other Loan DocumentsNote Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Note Purchase Document, if any such Loan Party Obligor has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:.

Indemnity and Expenses. Each Grantor Pledgor agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons Person (each, each such Person being called an “Indemnitee”) against, and hold each such Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related, reasonable, out-of-pocket liabilities or related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a Pledge Agreement any third party or by the any Borrower or any other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and the other Loan Documents); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a the Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such other Loan Party has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will Pledgor will, upon demand demand, pay to the Administrative Agent the amount of any and all reasonable expenses, including its reasonable counsel fees, charges and disbursements, and the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur incur, subject to the foregoing limitations, in connection with the following:

Indemnity and Expenses. Each Grantor agrees The Pledgor hereby unconditionally and irrevocably covenants and undertakes to jointly and severally indemnify and hold harmless the Administrative Agent Pledgee, its directors, officers, employees and agents (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons (each, such Person being called an “IndemniteeIndemnified Party”) against, and hold each harmless from, any and in full at all times against all losses, liabilities, actions, proceedings, claims, demands, penalties, damages, liabilitiescosts, expenses disbursements, and relatedother liabilities whatsoever (the “Losses”), reasonable, including without limitation incidental and out-of-pocket expenses (including and the reasonable feescosts and expenses of legal advisors and other experts, charges and disbursements of any counsel for any Indemnitee); providedwhich may be incurred, that, suffered or brought against such Indemnified Party as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties a result or in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at (a) their own expense (it being understood that upon appointment or involvement hereunder or the occurrence exercise of an Event any of Default, all counsel shall be at their powers or duties hereunder or the cost and expense taking of any acts in accordance with the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement terms of this Agreement or its usual practice; (b) this Agreement the Indenture, Notes and other Loan Documents; transaction documents, or (c) any instruction or other direction upon which the Pledgee may rely under this Agreement, as well as the costs and expenses incurred by an Indemnified Party of defending itself against or investigating any claim or liability with respect of the foregoing, provided that such this indemnity shall not, as not apply in respect of an Indemnified Party to any Indemnitee, be available the extent but only to the extent that any such losses, claims, damages, liabilities and related expenses (x) are determined Losses incurred or suffered by a court of competent jurisdiction by final and nonappealable judgment to have resulted or brought against such Indemnified Party arises directly from the fraud, wilful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Indemnified Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay The Pledgee shall notify the Pledgor promptly of any claim for which it may seek indemnity. Failure by the Pledgee to so notify the Pledgor shall not relieve the Pledgor of its obligations under this Section, to the Administrative Agent extent the amount of Pledgor has been prejudiced thereby. The Pledor shall defend the claim, and the Pledgee shall cooperate in the defense. The Pledgor need not pay for any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agentssettlement made without its consent, which consent shall not be unreasonably withheld. The Pledgor need not reimburse any expense or indemnify against any loss incurred by the Administrative Agent may incur Pledgee through the Pledgee’s own willful default or gross negligence. The obligations of the Pledgor under this Section shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Pledgee and payment in connection with full of the following:Liabilities through the expiration of the applicable statute of limitation.

Indemnity and Expenses. Each Grantor Without limiting the generality ---------------------- of subsections 10.2 and 10.3 of the Credit Agreement, in the event of any public sale described in Section 12, Pledgor agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, Syndication Agent, each Lender and each Related Party Interest Rate Exchanger and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the foregoing Persons (eachSecurities Act or otherwise, such Person being called an “Indemnitee”) against, and hold each harmless from, any and all losses, claims, damages, liabilities, and related, reasonable, out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, insofar as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claimsfees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and related will reimburse Secured Party and such other Persons for any legal or other expenses reasonably incurred by Secured Party and such other Persons in connection with any litigation, of any nature whatsoever, com menced or threatened in respect thereof (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of including any and all reasonable expensesfees, including costs and expenses whatsoever reasonably incurred by Secured Party and such other Persons and counsel for Secured Party and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which Pledgor may otherwise have and shall extend upon the reasonable fees same terms and disbursements conditions to each Person, if any, that controls Secured Party or such Persons within the meaning of any experts and agents, which the Administrative Agent may incur in connection with the following:Securities Act.

Indemnity and Expenses. (a) Each Grantor hereby agrees to jointly and severally indemnify and hold harmless the Administrative Collateral Agent (and any sub-agent thereof), each other Secured Party, Party and each Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each harmless from, from any and all losses, claims, damages, liabilities, claims and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges fees and disbursements expenses of any counsel for any Indemnitee); provided, thatand shall indemnify and hold harmless each Indemnitee from all fees, as long as no Default exists Grantors shall engage expenses and pay time charges for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence attorneys who are employees of an Event of Default, all counsel shall be at the cost and expense of the Grantors)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any Person (including any Grantor) other Loan Party than such Indemnitee and its Related Parties arising out of, in connection with, with or as a result of, resulting from this Agreement and the other Loan Documents (including including, without limitation, enforcement of this Agreement Agreement) or any failure of any Secured Obligations to be the legal, valid, and other Loan Documentsbinding obligations of any Grantor enforceable against such Grantor in accordance with their terms, whether brought by a third party or by such Grantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:.

Indemnity and Expenses. Each Grantor agrees to (a) The Guarantors, jointly and severally severally, agree to indemnify and hold harmless the Administrative Agent (and any sub-agent thereof)Agent, each other Secured Party, Lender and each Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related, reasonable, out-of-pocket related costs and expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party Person (including an Obligor) arising out of, in connection with, or as a result of, this Agreement and of (i) the other Loan Documents (including enforcement execution or delivery of this Agreement and Guaranty, any other Loan DocumentsCredit Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan DocumentCredit Documents, if any such Loan Party Obligor has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:.

Indemnity and Expenses. (a) Each Grantor hereby agrees to jointly and severally indemnify and hold harmless the Administrative Agent Purchaser (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons Purchaser (each, each such Person being called an “Indemnitee”) against, and hold each harmless from, from any and all losses, claims, damages, liabilities, claims and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges fees and disbursements expenses of any counsel for any Indemnitee); provided, thatand shall indemnify and hold harmless each Indemnitee from all fees, as long as no Default exists Grantors shall engage expenses and pay time charges for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence attorneys who are employees of an Event of Default, all counsel shall be at the cost and expense of the Grantors)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any Person (including any Grantor) other Loan Party than such Indemnitee and its Related Parties arising out of, in connection with, with or as a result of, resulting from this Agreement and the other Loan Documents (including including, without limitation, enforcement of this Agreement Agreement) or any failure of any Secured Obligations to be the legal, valid, and other Loan Documentsbinding obligations of any Grantor enforceable against such Grantor in accordance with their terms, whether brought by a third party or by such Grantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (yii) result from a claim brought by a Loan Party any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Transaction Document, if such Loan Party Grantor has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount jurisdiction or (iii) result from a claim not involving an act or omission of any Grantor or any of its subsidiaries and all reasonable expenses, including that is brought by an Indemnitee against another Indemnitee (other than against the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:Purchaser.

Indemnity and Expenses. (a) Each Grantor hereby agrees to jointly and severally indemnify and hold harmless the Administrative Collateral Agent (and any sub-agent thereof), each other Secured Party, Party and each Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each harmless from, from any and all losses, claims, damages, liabilities, claims and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges fees and disbursements expenses of any counsel for any Indemnitee); provided, thatand shall indemnify and hold harmless each Indemnitee from all fees, as long as no Default exists Grantors shall engage expenses and pay time charges for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence attorneys who are employees of an Event of Default, all counsel shall be at the cost and expense of the Grantors)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any Person (including any Grantor) other Loan Party than such Indemnitee and its Related Parties arising out of, in connection with, with or as a result of, resulting from this Agreement and the other Loan Documents (including including, without limitation, enforcement of this Agreement Agreement) or any failure of any Secured Obligations to be the legal, valid, and other Loan Documentsbinding obligations of any Grantor enforceable against such Grantor in accordance with their terms, whether brought by a third party or by such Grantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (yii) result from a claim brought by a Loan Party any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Other Document, if such Loan Party Grantor has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:.

Indemnity and Expenses. Each (a) Without limiting the generality of the provisions of Section 10.03 of the Credit Agreement, and except to the extent reimbursement of expenses is limited by Section 10.03(a) of the Credit Agreement to reimbursement of expenses of only certain parties, each Grantor agrees to jointly and severally indemnify and hold harmless the Administrative Agent (including in its capacity as the Collateral Agent, and any sub-agent thereof), each other Secured PartyArranger and each Lender, and each Related Party of any of the foregoing Persons (each, each such Person being called referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilitiesliabilities and related expenses, and related, reasonable, including the reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, with or as a result of, of this Agreement and the or any other Loan Documents Document (including enforcement of this Agreement or any other Security Document), whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan DocumentsDocument, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided provided, that such indemnity and release shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee (it being understood that it is the intention of the parties hereto that each of the Indemnitees be indemnified in the case of its own negligence (other than gross negligence), regardless of whether such negligence is sole or contributory, active or passive, imputed, joint or technical), (yii) result except where such Indemnitee is the Administrative Agent or the Collateral Agent (or any sub-agent thereof) or a Related Party thereof, relate to claims between or among the Lenders or any of their Affiliates, shareholders, partners or members (other than any such claims arising from a claim brought breach by a Loan Party against an Indemnitee for breach in bad faith any Grantor of such Indemnitee’s its obligations hereunder under this Agreement or under any other Loan Document, if ) or (iii) except where such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to Indemnitee is the Administrative Agent or the amount Collateral Agent (or any sub-agent thereof) or a Related Party thereof, are in respect of any and all reasonable expenses, including property for any occurrence arising from the reasonable fees and disbursements acts or omissions of any experts Lender during the period after which such Person, its successors or assigns shall have obtained possession of such property (whether by foreclosure or deed in lieu of foreclosure, as mortgagee-in-possession or otherwise). If and agentsto the extent that the foregoing undertaking may be unenforceable for any reason, each Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the foregoing which the Administrative Agent may incur in connection with the following:is permissible under applicable law.

Indemnity and Expenses. Each Grantor agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons (each, such Person being called an “"Indemnitee”") against, and hold each harmless from, any and all losses, claims, damages, liabilities, and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), ) incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:

Indemnity and Expenses. (a) Each Grantor agrees to jointly indemnify, defend and severally indemnify save and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, Party and each Related Representative Party (as defined below) of any of the foregoing Persons (each, such Person being called an “IndemniteeIndemnified Party”) from and against, and hold each harmless fromshall pay on demand, any and all losses, claims, damages, liabilitieslosses, liabilities and related, reasonable, out-of-pocket expenses (including including, without limitation, reasonable fees and expenses of counsel (which shall be limited to one (1) counsel to the reasonable feesCollateral Agent and the Lenders (exclusive of one local counsel to the Collateral Agent and the Lenders in each appropriate jurisdiction), charges unless (x) the interests of the Collateral Agent and disbursements the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one (1) additional counsel for such Lender or group of Lenders))) that may be incurred by or asserted or awarded against any Indemnitee); providedIndemnified Party, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in each case arising out of or in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, resulting from this Agreement and the other Loan Documents (including including, without limitation, enforcement of this Agreement and other Loan Documents; Agreement), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s Representative Parties or (y) result from a claim brought by a Loan Party any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentthis Agreement, if such Loan Party Grantor has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:in

Indemnity and Expenses. (a) Each Grantor agrees to jointly indemnify, defend and severally indemnify save and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, Party and each Related Representative Party (as defined below) of any of the foregoing Persons (each, such Person being called an “IndemniteeIndemnified Party”) from and against, and hold each harmless fromshall pay on demand, any and all losses, claims, damages, liabilitieslosses, liabilities and related, reasonable, out-of-pocket expenses (including including, without limitation, reasonable fees and expenses of counsel (which shall be limited to one (1) counsel to the reasonable feesCollateral Agent and the Holders of Notes (exclusive of one local counsel to the Collateral Agent and the Holders of Notes in each appropriate jurisdiction), charges unless (x) the interests of the Collateral Agent and disbursements the Holders of Notes are sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the interests of any Holder of Note or group of Holders of Notes (other than all of the Holders of Notes) are distinctly or disproportionately affected, one (1) additional counsel for such Lender or group of Holders of Notes))) that may be incurred by or asserted or awarded against any Indemnitee); providedIndemnified Party, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in each case arising out of or in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, resulting from this Agreement and the other Loan Documents (including including, without limitation, enforcement of this Agreement and other Loan Documents; Agreement), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s Representative Parties or (y) result from a claim brought by a Loan Party any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentthis Agreement, if such Loan Party Grantor has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay For purposes of this Section 22(a), “Representative Parties” means, as to any Person, (i) such Person’s officers, directors and employees and (ii) such Person’s Affiliates, agents, advisers and other representatives, in each case to the Administrative Agent extent acting at the amount direction of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:such Person.

Indemnity and Expenses. Each Grantor Lender agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, ) and each Related Party of any of the foregoing Persons Agent Group (each, each such Person being called an “Agent Indemnitee”) against, and hold each harmless from, any and all losses, claims, damages, liabilities, and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges and disbursements of any counsel for any Agent Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), ) incurred by any Agent Indemnitee or asserted against any Agent Indemnitee by a third party or by the Borrower Borrowers or any other Loan Party Affiliate thereof arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity shall not, as to any Agent Indemnitee, be available to the extent that such losses, claims, damages, liabilities and related expenses (xa) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Indemnitee or (yb) result from a claim brought by a Loan Party Borrower or Affiliate of a Borrower against an Agent Indemnitee for breach in bad faith of such Agent Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party Borrower or Affiliate thereof has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor All Agent Indemnitees shall use a single counsel for related claims in each applicable jurisdiction; provided, however, an Agent Indemnitee shall have a right to employ separate counsel, and the Lenders shall bear the reasonable fees, costs and expenses of such separate counsel, if (w) the use of counsel chosen by the other Agent Indemnitees to represent the Agent Indemnitees would present such counsel with a conflict of interest, (x) such Agent Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Agent Indemnitees, (y) such Agent Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Agent Indemnitees or (z) any Borrower, any Affiliate thereof or any Lender shall authorize in writing such Agent Indemnitee to employ separate counsel at the Lenders’ expense. To the extent not paid by the Borrower, each Lender will upon demand pay to the Administrative Agent its pro rata share of the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:

Indemnity and Expenses. (1) Each Grantor hereby agrees to jointly and severally indemnify and hold harmless the Administrative Collateral Agent (and any sub-agent thereof), ) and each other Secured Party, and Holder (each Related Party of any of the foregoing Persons (each, such Person being called an “Indemnitee”) against, and hold each harmless from, from any and all losses, claims, damages, liabilities, claims and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges fees and disbursements expenses of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any Person (including any Grantor) other Loan Party than such Indemnitee arising out of, in connection with, with or as a result of, resulting from this Agreement and the other Loan Documents (including including, without limitation, enforcement of this Agreement Agreement) or any failure of any Secured Obligations to be the legal, valid, and other Loan Documentsbinding obligations of any Grantor in accordance with their terms, whether brought by a third party or by such, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (yii) result from a claim brought by a Loan Party any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan DocumentDebenture, if such Loan Party Grantor or such party has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:.

Indemnity and Expenses. Each Grantor (a) The Pledgor hereby agrees to jointly and severally indemnify and hold harmless the Administrative Agent Secured Party (and any sub-agent thereof), each other Secured Party, ) and each Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each harmless from, from any and all losses, claims, damages, liabilities, claims and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges fees and disbursements expenses of any counsel for any Indemnitee); provided, thatand shall indemnify and hold harmless each Indemnitee from all fees, as long as no Default exists Grantors shall engage expenses and pay time charges for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence attorneys who are employees of an Event of Default, all counsel shall be at the cost and expense of the Grantors)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Pledgor) other than such Indemnitee and its Related Parties arising out of, in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any failure of the Note to be the legal, valid, and binding obligations of the Pledgor enforceable against the Pledgor in accordance with their terms, whether brought by a third party or by the Borrower or Pledgor, and regardless of whether any other Loan Party arising out of, in connection with, or as Indemnitee is a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documentsparty thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (yii) result from a claim brought by a Loan Party the Pledgor against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Documenthereunder, if such Loan Party the Pledgor has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:.

Indemnity and Expenses. (a) Each Grantor agrees to shall jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each the other Secured Party, Parties and each Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Grantors and shall engage indemnify and pay hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties attorneys who may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence be employees of an Event of Default, all counsel shall be at the cost and expense of the Grantors)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by a any third party or by the Borrower Grantors or any other Loan Party arising out of, in connection with, or as a result ofof any actual or prospective claim, litigation, investigation or proceeding relating to any of the following (whether based on contract, tort or any other theory, whether brought by a third party or by any Grantors or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee): the execution or delivery of this Agreement and or any agreement or instrument contemplated hereby, the other Loan Documents (including performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or the enforcement of this Agreement and other Loan Documentsor any agreement or instrument contemplated hereby; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a any Grantor or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Grantor or such other Loan Party has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:.

Indemnity and Expenses. Each Grantor (a) The Pledgor hereby agrees to jointly and severally indemnify and hold harmless the Administrative Agent Secured Party (and any sub-agent thereof), each other Secured Party, ) and each Related Party of any of the foregoing Persons (each, each such Person being called an “"Indemnitee”") against, and hold each harmless from, from any and all losses, claims, damages, liabilities, claims and related, reasonable, out-of-pocket related expenses (including the reasonable fees, charges fees and disbursements expenses of any counsel for any Indemnitee); provided, thatand shall indemnify and hold harmless each Indemnitee from all fees, as long as no Default exists Grantors shall engage expenses and pay time charges for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence attorneys who are employees of an Event of Default, all counsel shall be at the cost and expense of the Grantors)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Pledgor) other than such Indemnitee and its Related Parties arising out of, in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any failure of the Note to be the legal, valid, and binding obligations of the Pledgor enforceable against the Pledgor in accordance with their terms, whether brought by a third party or by the Borrower or Pledgor, and regardless of whether any other Loan Party arising out of, in connection with, or as Indemnitee is a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documentsparty thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (yii) result from a claim brought by a Loan Party the Pledgor against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Documenthereunder, if such Loan Party the Pledgor has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:.

Indemnity and Expenses. Each (a) The Grantor agrees to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, Lender and each of its Related Party of any of the foregoing Persons Parties (each, such Person being called an “IndemniteeIndemnified Party”) against, from and hold each harmless from, against any and all losses, claims, damages, liabilitieslosses, liabilities and related, reasonable, out-of-pocket expenses (including the including, reasonable fees, charges fees and disbursements expenses of counsel of any counsel for Indemnified Party) that may be incurred by or asserted or awarded against any Indemnitee); providedIndemnified Party, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in each case arising out of or in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out ofreason of (including, in connection withwith any investigation, litigation or as proceeding or preparation of a result ofdefense in connection therewith) this Agreement, this Agreement any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Commitment and any Advance except that the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity Grantor shall not, as have no obligation hereunder to any Indemnitee, be available Indemnified Party with respect to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted any liability resulting from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought Indemnified Party, as determined by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentfinal, if such Loan Party has obtained a final and nonappealable non-appealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Grantor will upon demand pay or any of its Related Parties or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Grantor also agrees not to assert any claim against the Lender and any of its Related Parties on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Commitment and any Advance. Without prejudice to the Administrative Agent the amount survival of any other agreement of the Grantor hereunder, the agreements and all reasonable expenses, including obligations of the reasonable fees and disbursements Grantor contained in this Section 13 shall survive the payment in full of any experts and agents, which the Administrative Agent may incur in connection with the following:Secured Obligations hereunder.

Indemnity and Expenses. (a) Each Grantor agrees to jointly indemnify, defend and severally indemnify save and hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, Party and each Related Representative Party (as defined below) of any of the foregoing Persons (each, such Person being called an “IndemniteeIndemnified Party”) from and against, and hold each harmless fromshall pay on demand, any and all losses, claims, damages, liabilitieslosses, liabilities and related, reasonable, out-of-pocket expenses (including including, without limitation, reasonable fees and expenses of counsel (which shall be limited to one (1) counsel to the reasonable feesCollateral Agent and the Lenders (exclusive of one local counsel to the Collateral Agent and the Lenders in each appropriate jurisdiction), charges unless (x) the interests of the Collateral Agent and disbursements the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one (1) additional counsel for such Lender or group of Lenders))) that may be incurred by or asserted or awarded against any Indemnitee); providedIndemnified Party, that, as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in each case arising out of or in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, resulting from this Agreement and the other Loan Documents (including including, without limitation, enforcement of this Agreement and other Loan Documents; Agreement), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s Representative Parties or (y) result from a claim brought by a Loan Party any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentthis Agreement, if such Loan Party Grantor has obtained a final and nonappealable judgment in its favor of on such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay For purposes of this Section 21(a), “Representative Parties” means, as to any Person, (i) such Person’s officers, directors and employees and (ii) such Person’s Affiliates, agents, advisers and other representatives, in each case to the Administrative Agent extent acting at the amount direction of any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following:such Person.

Indemnity and Expenses. Each Grantor agrees The Pledgor hereby unconditionally and irrevocably covenants and undertakes to jointly and severally indemnify and hold harmless the Administrative Agent Pledgees, their directors, officers, employees and agents (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons (each, such Person being called an “IndemniteeIndemnified Party”) against, and hold each harmless from, any and in full at all times against all losses, liabilities, actions, proceedings, claims, demands, penalties, damages, liabilitiescosts, expenses disbursements, and relatedother liabilities whatsoever (the “Losses”), reasonable, including without limitation incidental and out-of-pocket expenses (including and the reasonable feescosts and expenses of legal advisors and other experts, charges and disbursements of any counsel for any Indemnitee); providedwhich may be incurred, that, suffered or brought against such Indemnified Party as long as no Default exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties a result or in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at (a) their own expense (it being understood that upon appointment or involvement hereunder or the occurrence exercise of an Event any of Default, all counsel shall be at their powers or duties hereunder or the cost and expense taking of any acts in accordance with the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement terms of this Agreement or its usual practice; (b) this Agreement, the Loan Agreement and other Loan Documents; transaction documents, or (c) any instruction or other direction upon which the Pledgees may rely under this Agreement, as well as the costs and expenses incurred by an Indemnified Party of defending itself against or investigating any claim or liability with respect of the foregoing, provided that such this indemnity shall not, as not apply in respect of an Indemnified Party to any Indemnitee, be available the extent but only to the extent that any such losses, claims, damages, liabilities and related expenses (x) are determined Losses incurred or suffered by a court of competent jurisdiction by final and nonappealable judgment to have resulted or brought against such Indemnified Party arises directly from the fraud, wilful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Indemnified Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay The Pledgees shall notify the Pledgor promptly of any claim for which it may seek indemnity. Failure by the Pledgees to so notify the Pledgor shall not relieve the Pledgor of its obligations under this Section, to the Administrative Agent extent the amount of Pledgor has been prejudiced thereby. The Pledgor shall defend the claim, and the Pledgees shall cooperate in the defense. The Pledgor need not pay for any and all reasonable expenses, including the reasonable fees and disbursements of any experts and agentssettlement made without its consent, which consent shall not be unreasonably withheld. The Pledgor need not reimburse any expense or indemnify against any loss incurred by the Administrative Agent may incur Pledgees through any Pledgee’s own willful default or gross negligence. The obligations of the Pledgor under this Section shall survive the satisfaction and discharge of the Loan Agreement, the resignation or removal of the Pledgees and payment in connection with full of the following:Liabilities through the expiration of the applicable statute of limitation.