Common use of Without limiting Clause in Contracts

Without limiting. Section 7.10(a), after the Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. Section 7.10(a), after the Effective TimeObligations of Borrower hereunder, each of Parent Bank agrees to indemnify Administrative Agent and the Surviving Corporation shallits officers, to the fullest extent permitted under applicable lawdirectors, indemnify shareholders, controlling Persons, employees, agents and hold harmlessservants, each present ratably in accordance with their Proportionate Shares for any and former directorall liabilities, officerobligations, employee and agent of the Company or any of its subsidiaries (eachlosses, together with such person's heirsdamages, executors or administratorspenalties, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys fees)actions, judgments, finessuits, lossescosts, claimsexpenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, damages, liabilities and amounts paid incurred by or asserted against Administrative Agent or such Person in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, way relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of this Agreement or pertaining any documents contemplated by or referred to herein or therein or the transactions contemplated by this Agreement. In hereby or thereby or the event enforcement of any of the terms hereof or thereof or of any such actual or threatened claim, action, suit, proceeding or investigation other documents (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent Borrower has not paid any determination is required such amounts pursuant to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified PartySection 5.24); provided, however, that neither Parent nor the Surviving Corporation no Bank shall be liable for any settlement effected without its written consent (which consent of the foregoing to the extent they arise from Administrative Agent's, or any such Person's gross negligence or willful misconduct. Administrative Agent or any such Person shall not be unreasonably withheld) and, provided further, that if Parent fully justified in refusing to take or the Surviving Corporation advances to continue to take any action hereunder or pays under any amount to any person under this paragraph (b) and if other Credit Document unless it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to first be indemnified hereunder for to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limitation of the foregoing, each Bank agrees to reimburse Administrative Agent or any portion such Person promptly upon demand for its Proportionate Share of any out-of-pocket expenses (including counsel fees) incurred by Administrative Agent or any such amountPerson in connection with the preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Operative Documents, to the extent required that Administrative Agent or any such Person is not reimbursed for such expenses by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified PartiesBorrower.

Without limiting. Section 7.10(a5.13(a), after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (collectively, "Costs and Expenses"), arising out of, relating to or in connection with (i) any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and (ii) the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement or the events and developments between Parent and the Company leading up to this Agreement. In addition, Parent shall indemnify and hold harmless each of the Indemnified Parties against any Costs and Expenses arising out of, relating to or in connection with the matters referred to in clause (ii) of the preceding sentence. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL NRS and the Parent's or the Surviving Corporation's respective certificate articles of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. Section 7.10(a5.13(a), after the Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL Delaware Law and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. the provisions of Section 7.10(a6.1(a), after during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent permitted by applicable Law applicable to Parent (for purposes of this Section 6.1(b) as if Parent is a Delaware corporation and the relevant Indemnified Person is an officer or director, as the case may be, of a Subsidiary of Parent incorporated under applicable lawthe laws of Delaware), and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall indemnify and hold harmless, harmless each present Indemnified Person from and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or costs, fees and expenses (including attorneys feesreasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, actionproceeding, suit, proceeding investigation or investigationinquiry, whether civil, criminal, administrative or investigative, arising to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of, relating of or pertains directly or indirectly to or in connection with (i) any action or omission occurring or alleged to occur action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates prior to or at the Effective Time Time, or (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in ii) any entity if such service was at the request or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the seventh (7th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 6.1(b), then the claim asserted in such notice shall survive the seventh (7th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law applicable to Parent (for purposes of this Section 6.1(b) as if Parent is a Delaware corporation and the relevant Indemnified Person is an officer or director, as the case may be, of a Subsidiary of Parent incorporated under the laws of Delaware), and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non‑appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such actual or threatened claim, actionproceeding, suit, proceeding investigation or investigation (whether arising before or after the Effective Time)inquiry, (i) Parent shall have the Company right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, Parent will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not Parent and shall elect to control the Surviving Corporationdefense of any such claim, as the case may beproceeding, investigation or inquiry, (iii) Parent shall pay the all reasonable fees and expenses of any counsel selected retained by the an Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving CorporationPerson, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of if (x) Parent has not elected to control the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matterclaim, proceeding, investigation or inquiry or (y) an Indemnified Person has been advised by outside counsel that there would be an actual conflict of interest if the same counsel were to represent such Indemnified Party and Parent or one or more of its Affiliates (and in such case Parent shall not have the right to control of the defense of such Indemnified Person with respect to matters where such conflict exists), and (iiiiv) to the extent any determination is required to be made with respect to whether an no Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation Person shall be liable for any settlement effected without its his or her prior express written consent (consent, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding anything to the contrary set forth in this Section 6.1(b) andor elsewhere in this Agreement, provided further, that if neither Parent or nor any of its Affiliates (including the Surviving Corporation advances Company and its Subsidiaries) shall settle or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all otherwise compromise or any portion of such amount, consent to the extent required by law, such person shall repay such amount entry of any judgment or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them otherwise seek termination with respect to each matter any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless there issuch settlement, under applicable standards compromise, consent or termination includes an unconditional release of professional conductall Indemnified Persons from all liability arising out of such claim, a conflict on any significant issue between the positions of any two proceeding, investigation or more Indemnified Partiesinquiry.

Without limiting. Section 7.10(a)any other rights that the Collateral Agent, after the Effective TimeLenders, each of Parent and the Surviving Corporation shallDeal Agent, to the fullest extent permitted under applicable lawLiquidity Agent, indemnify and hold harmless, each present and former or any director, officer, employee or agent or incorporator of such party (each an "Indemnified Party") may have hereunder or under applicable ----------------- law, the Borrower hereby agrees to indemnify each Indemnified Party from and agent against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the Company foregoing being collectively referred to as "Indemnified Amounts"), which ------------------- may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to (i) any breach of the Borrower's obligations under any Basic Document, (ii) the financing or the pledge of the Transferred Receivables, or (iii) any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting or being limited by the foregoing, the Borrower shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from: (A) reliance on any representation or warranty made or deemed made by the Borrower (or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties"officers) against any costs or expenses (including attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to under or in connection with any action Basic Document or omission occurring any report or alleged other information delivered by the Borrower pursuant hereto which shall have been incorrect in any material respect when made or deemed made or delivered; (B) the failure by the Borrower to occur prior to the Effective Time (includingcomply with any term, without limitation, acts provision or omissions covenant contained in any Basic Document or any agreement executed by it in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of with any applicable law, rule or pertaining to the transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made regulation with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's any Transferred Receivable or its related Contract, or the Surviving Corporation's respective certificate nonconformity of incorporation any Transferred Receivable or bylawsits related Contract with any such applicable law, rule or regulation; or (C) the failure to vest and maintain vested in the Borrower legal and equitable title to and ownership of the Receivables that are, or are purported to be, Transferred Receivables, together with all Collections in respect thereof, free and clear of any Adverse Claim or Restrictions on Transferability (except as permitted hereunder) whether existing at the time of the purchase of such determination shall be made by independent legal counsel acceptable Receivable or at any time thereafter, and to maintain or transfer to the Parent or the Surviving CorporationCollateral Agent a first priority, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Partiesperfected security interest therein.

Without limiting. Section 7.10(a6.7(a), but without duplication or any right or benefit thereunder, after the Effective Time, each of Parent VLI and the Surviving Corporation Partnership shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, officer or employee and agent of the Company KPP GP or KPP or any of its subsidiaries Subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified PartyINDEMNIFIED PARTY" and collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") ), in their capacity as such, against any costs or expenses (including attorneys reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (x) any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director director, manager, partner, employee or other fiduciary in any entity if such service was at the request of KPP GP or for the benefit of the CompanyKPP) and (y) the KPP Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company KPP GP or Parent KPP or VLI and the Surviving CorporationPartnership, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent VLI and the Surviving CorporationPartnership, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, subject to the receipt of any undertaking (which need not be secured) by or on behalf of the Indemnified Party to repay such amount if it shall be determined that such Person is not entitled to be indemnified pursuant to the KPP GP LLC Agreement or the KPP Partnership Agreement, as applicable, (ii) the Parent VLI and the Surviving Corporation Partnership will cooperate and use all reasonable efforts to assist in and cooperate in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL Delaware law and the ParentVLI's or the Surviving CorporationPartnership's respective certificate of incorporation or bylawspartnership agreement, such determination shall be made by independent legal counsel acceptable to the Parent VLI or the Surviving CorporationPartnership, as the case may be, and the Indemnified Party; provided, however, that neither Parent VLI nor the Surviving Corporation Partnership shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent VLI or the Surviving Corporation Partnership advances or pays any amount to any person Person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person Person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent VLI or the Surviving CorporationPartnership, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict requiring separate representation on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. Section 7.10(a6.6(a), but without duplication of any right or benefit thereunder, after the KSL Effective Time, each of Parent VLI and the Surviving Corporation LLC shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, officer and employee and agent of the Company KSL or any of its subsidiaries Subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified PartyINDEMNIFIED PARTY" and collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") ), in their capacity as such, against any costs or expenses (including attorneys reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (x) any action or omission occurring or alleged to occur prior to the KSL Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director director, manager, partner, employee or other fiduciary in any entity if such service was at the request or for the benefit of the CompanyKSL) and (y) the KSL Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company KSL or Parent VLI and the Surviving CorporationLLC, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent VLI and the Surviving CorporationLLC, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, subject to the receipt of any undertaking (which need not be secured) by or on behalf of the Indemnified Party to repay such amount if it shall be determined that such Person is not entitled to be indemnified pursuant to the KSL LLC Agreement, (ii) the Parent VLI and the Surviving Corporation LLC will cooperate and use all reasonable efforts to assist in and cooperate in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL Delaware law and the ParentVLI's or the Surviving CorporationLLC's respective certificate of incorporation or bylawspartnership agreement, such determination shall be made by independent legal counsel acceptable to the Parent VLI or the Surviving CorporationLLC, as the case may be, and the Indemnified Party; provided, however, that neither Parent VLI nor the Surviving Corporation LLC shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent VLI or the Surviving Corporation LLC advances or pays any amount to any person Person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person Person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent VLI or the Surviving CorporationLLC, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict requiring separate representation on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. Section 7.10(a)SECTION 9.21, if the Lenders permit the creation or acquisition of any new Subsidiary, at the time any Person becomes a Subsidiary of the Parent Guarantor, the Parent Guarantor shall so notify the Agent and promptly thereafter (but in any event within 30 days after the Effective Time, each of Parent and the Surviving Corporation shall, date thereof) shall (i) cause such Person to become a party to this Agreement in a manner acceptable to the fullest extent permitted under applicable lawAgent, indemnify and hold harmless, each present and former director, officer, employee and agent (ii) cause all of the Company or any Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate Pledge Agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Agent, (iii) pledge all of its subsidiaries assets to the Lenders pursuant to this Agreement and such other security agreements consistent with this Agreement as may be requested by the Agent, including a separate collateral assignment of any Material License Agreements to which it is a party, (eachiv) if such Person has any Subsidiaries, (y) deliver all of the Capital Stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (z) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Agent, (v) if such person's heirsPerson owns any Real Estate, executors execute any and all necessary mortgages, deeds of trust, deeds to secure debt or administratorsother appropriate real estate collateral documentation in a form reasonably acceptable to the Agent, an "Indemnified Party" and collectively, (vi) deliver such other documentation as the "Indemnified Parties") against any costs or expenses (including attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement Agent may reasonably request in connection with any actual or threatened claimthe foregoing, actionincluding appropriate UCC-1 financing statements, suitreal estate title insurance policies, proceeding or investigationenvironmental reports, whether civilcertified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, criminalamong other things, administrative or investigativethe legality, arising out ofvalidity, relating binding effect and enforceability of the documentation referred to or above subject to standard assumptions, qualifications and limitations that are customary in connection with any action or omission occurring or alleged to occur prior legal opinions of such type), all in form, content and scope reasonably satisfactory to the Effective Time Agents; PROVIDED, HOWEVER, that the requirement of clause (including, without limitation, acts ii) shall apply only to all Capital Stock held directly or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request indirectly by or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all Guarantor or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Partiesits Subsidiaries.

Without limiting. Section 7.10(a5.08(a), after the Effective Time, each of Parent DT and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company Voicestream or any of its subsidiaries Subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified PartyINDEMNIFIED PARTY" and collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") against any costs or expenses (including attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the CompanyVoicestream) and or arising out of or pertaining to this Agreement, the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to and the transactions contemplated by this AgreementDT Financing Agreements. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent DT and the Surviving Corporation, as the case may be, shall pay the reasonable fees and out of pocket expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent DT and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable out of pocket expenses in advance of the final disposition of such action, (ii) the Parent DT and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL Delaware Law and the ParentDT's or the Surviving Corporation's respective certificate articles of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent DT or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent DT nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be). The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. Section 7.10(a)the generality of the foregoing indemnification, after Borrower shall indemnify the Effective Time, each of Parent Agent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Lenders for Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time Amounts (including, without limitation, acts losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower or omissions the Servicer) relating to or resulting from: (i) any representation or warranty made by any Loan Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such persons serving as an officerPerson pursuant hereto or thereto, director which shall have been false or incorrect when made or deemed made; (ii) the failure by Borrower, the Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of Borrower, the Servicer or any Originator to perform its duties, covenants or other fiduciary obligations in accordance with the provisions of this Agreement or any entity if other Transaction Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service was related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the request transactions contemplated hereby, the use of the proceeds of any Advance, the Collateral or any other investigation, litigation or proceeding relating to Borrower, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Amortization Event described in Section 9.1(g); (x) any failure of Borrower to acquire and maintain legal and equitable title to, and ownership of any of the Collateral from the applicable Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Borrower to give reasonably equivalent value to any Originator under the Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest and maintain vested in the Agent for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement Lenders, or arising out of or pertaining to transfer to the transactions contemplated by this Agreement. In Agent for the event benefit of the Secured Parties, a valid first priority perfected security interests in the Collateral, free and clear of any such actual or threatened claim, action, suit, proceeding or investigation Adverse Claim (whether arising before or after except as created by the Effective TimeTransaction Documents), ; (ixii) the Company failure to have filed, or Parent and any delay in filing, financing statements or other similar instruments or documents under the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense UCC of any such matter, and (iii) to the extent any determination is required to be made applicable jurisdiction or other applicable laws with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may beany Collateral, and the Indemnified Party; providedproceeds thereof, however, that neither Parent nor whether at the Surviving Corporation shall be liable for time of any settlement effected without its written consent Advance or at any subsequent time; (xiii) any action or omission by any Loan Party which consent shall not be unreasonably withheld) and, provided further, that if Parent reduces or impairs the rights of the Agent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them Lenders with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between Collateral or the positions value of any two Collateral; (xiv) any attempt by any Person to void any Advance or more Indemnified Partiesthe Agent's security interest in the Collateral under statutory provisions or common law or equitable action; and (xv) the failure of any Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included.

Without limiting. Section 7.10(a8.4(a), after the Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent permitted not prohibited under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent guarantee all obligations of the Company or any Surviving Corporation for indemnification and advancement of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" expenses pursuant to the certificate of incorporation and collectively, bylaws of the "Indemnified Parties") against any costs or expenses (including attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement Surviving Corporation in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) Company and the Offer, the Merger and or the other transactions contemplated by this Agreement Agreement) or arising out of or pertaining to the Offer, the Merger or the other transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, Corporation shall jointly and severally pay the reasonable fees and expenses of counsel selected by the persons entitled to indemnification and advancement of expenses pursuant to the certificate of incorporation or bylaws of the Surviving Corporation (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties"), which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, Corporation and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. the provisions of Section 7.10(a5.5(a), after during the period commencing as of the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, each of Parent and the Surviving Corporation shall, will to the fullest extent permitted under applicable law, Law: (i) indemnify and hold harmless, harmless each present Indemnitee against and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against from any costs or expenses (including attorneys attorneys’ fees), judgments, inquiries, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with extent such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation arises out of or pertains to: (whether arising before x) any action or after the Effective Time), (i) omission or alleged action or omission in such Indemnitee’s capacity as a director or officer of the Company or Parent any of its subsidiaries; or (y) the Offer, the Merger, this Agreement and the Surviving Corporation, as the case may be, shall any transactions contemplated hereby; and (ii) pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (iiincluding attorneys’ fees) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any Indemnitee upon receipt of an undertaking by or on behalf of such matter, and (iii) Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's contrary contained in this Section 5.5(b) or the Surviving Corporation's respective certificate of incorporation or bylawselsewhere in this Agreement, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent and Parent shall not be unreasonably withheld) and, provided further, that if Parent or cause the Surviving Corporation advances not to) settle or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all compromise or any portion of such amount, consent to the extent required by law, such person shall repay such amount entry of any judgment or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them otherwise seek termination with respect to each matter any claim, action, suit, proceeding or investigation for which indemnification may be sought under this Section 5.5(b) unless there issuch settlement, under applicable standards compromise, consent or termination includes an unconditional release of professional conductthe Indemnitees who are subject to such claim, a conflict on action, suit, proceeding or investigation from all liability arising out of such claim, action, suit, proceeding or investigation, and does not include an admission of fault or wrongdoing by any significant issue between the positions of any two or more Indemnified PartiesIndemnitee.

Without limiting. Section 7.10(athe obligations of the Borrower hereunder, the Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower or any Guarantor), after ratably according to the Effective Time, respective principal amounts outstanding under the Notes then held by each of Parent and them (or if no Notes are at the Surviving Corporation shalltime outstanding or if any Notes are held by Persons which are not Lenders, ratably according to the fullest extent permitted under applicable lawrespective amounts of their Commitments), indemnify from and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys fees)and all liabilities, obligations, losses, damages, penalties, actions, judgments, finessuits, lossescosts, claimsexpenses or disbursements of any kind or nature whatsoever which may be imposed on, damagesincurred by, liabilities and amounts paid or asserted against the Agent in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, way relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of this Agreement or pertaining to any action taken or omitted by the transactions contemplated by Agent under this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, provided that neither Parent nor the Surviving Corporation no Lender shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amountliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, but subject to the proviso to the preceding sentence each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including counsel fees and out-of-pocket expenses) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or 56 responsibilities under, this Agreement, to the extent required that the Agent is not reimbursed for such expenses by law, such person shall repay such amount the Borrower or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified PartiesGuarantor.

Without limiting. Section 7.10(a)any other rights that the Collateral Agent, after the Effective TimeLender, each of Parent and the Surviving Corporation shallHedge Counterparties, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former Deal Agent or any director, officer, employee and or agent or incorporator of the Company or any of its subsidiaries such party (each, together with such person's heirs, executors or administrators, each an "Indemnified Party" and collectively") may have hereunder or under applicable law, the "Borrower hereby agrees to indemnify each Indemnified Parties") Party from and against any costs or expenses (including attorneys fees)and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, finessuits, lossesand related costs and expenses of any nature whatsoever, claimsincluding reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts"), damageswhich may be imposed on, liabilities and amounts paid incurred by or asserted against an Indemnified Party in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, way arising out of, of or relating to (i) any breach of the Borrower's obligations under any Basic Document or (ii) the financing or the pledge of or foreclosure on the Collateral, excluding, however, Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting or being limited by the foregoing, the Borrower shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from: (A) the failure of any representation or warranty made or deemed made by the Borrower, any Transferring Affiliate or the Servicer (or any of their respective officers) under or in connection with any Basic Document or any report or other information delivered by the Borrower, any Transferring Affiliate or the Servicer pursuant thereto to have been true and correct in all respects when made or deemed made or delivered; (B) the failure by the Borrower, any Transferring Affiliate or the Servicer to comply with any term, provision or covenant contained in any Basic Document or any agreement executed by it in connection with any Basic Document or with any applicable law, rule or regulation with respect to Collateral, or the nonconformity of any Collateral with any such applicable law, rule or regulation; (C) the failure to vest and maintain vested in the Borrower legal and equitable title to and ownership of all Franchise Receivables that are, or are purported to be, Pledged Receivables, together with all Collections in respect thereof, free and clear of any Adverse Claim or Restrictions on Transferability, whether existing at the time of the purchase of such Franchise Receivable or at any time thereafter, and to vest and maintain vested in the Collateral Agent a first priority perfected security interest in the Collateral; (D) with respect to any Real Property that is the subject of a Franchise Lease, the failure to vest and maintain vested in the Borrower legal and equitable title to and ownership of such Real Property, free and clear of any Adverse Claim or Restrictions on Transferability, whether existing at the time of purchase of such Real Property or at any time thereafter, and to maintain vested in the Collateral Agent a first priority perfected lien on and security interest in such Real Property; (E) the use, possession, ownership or operation of any Real Property securing any Franchise Loan or which is the subject of any Franchise Lease or any environmental liability allegedly arising out of or in connection with any such Real Property; (F) any negligent action or willful misconduct taken by, or negligent omission occurring of, the Borrower, the Servicer or alleged any Transferring Affiliate with respect to occur prior any Franchise Receivable; (G) the failure of any Franchise Receivable which is treated as or represented to be a Pledged Receivables to be an Eligible Receivable; (H) the failure by the Borrower, any Transferring Affiliate or any of their respective Affiliates to pay when due any Taxes; (I) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with any Obligor Documents, Franchise Receivables or Real Property included in the Collateral; or (J) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor on any Franchise Receivable to the Effective Time payment thereof (including, without limitation, acts or omissions a defense based on such Franchise Receivable not being a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in connection accordance with such persons serving as an officer, director or other fiduciary in its terms); (K) any entity if such service was at the request or for the benefit failure of the Company) and Borrower or the Merger and the other transactions contemplated by this Agreement Servicer or arising out any of their respective agents or pertaining representatives to remit to the transactions contemplated by Collection Account any Collections; (L) the commingling of Collections with any other funds; or (M) any investigation, litigation or proceeding related to this Agreement. In , any other Basic Document or the event use of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance proceeds of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified PartiesAdvances.

Without limiting. Lessor's right to participate or lever the transaction contemplated by this Lease pursuant to Section 7.10(a)28, after Lessor shall not, unless a Default is continuing assign, convey or otherwise transfer during the Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company or Term hereof any of its subsidiaries rights, title or interest in the Equipment, this Lease or the other Operative Documents to which it is a party, except that Lessor may upon compliance with the following conditions (eachprovided that such conditions, together (ii) (with respect to the opinion of counsel) and (iv) shall not apply if at the time of such persontransfer a Default shall have occurred and be continuing) transfer its interest in the Equipment and this Lease: (i) The transfer shall be of all or a portion of Lessor's heirs, executors or administrators, an "Indemnified Party" interest and collectively, such transferee (the "Indemnified PartiesTransferee") against any costs shall have the requisite power and authority to enter into and carry out the transactions contemplated hereby. (ii) The Transferee will enter into an agreement or expenses agreements, substantially in form of Exhibit C hereto and to be accompanied by a favorable opinion of counsel (including attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection which may be in-house counsel) with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior respect to the Effective Time due authorization, execution, delivery and enforceability of such agreement and the absence of any conflicts with or violations of any Applicable Laws (including, without limitation, acts that such transfer may be accomplished without any registration under the Securities Act of 1933, as amended) or omissions agreements or instruments to which such Transferee is a party or with respect to which it may be bound, whereby the Transferee confirms that it shall be deemed a party to this Lease, and any other Operative Document to which Lessor is a party and is bound by all the terms of, and undertakes all the obligations of the transferring Lessor contained in such Operative Documents to which it is a party, and including, without limitation, an agreement that such Transferee shall be bound by the restrictions contained in this Section 16 with respect to any subsequent transfer by it. Upon satisfaction of the conditions set forth in this Section 16 (or upon consummation of the transfer, to the extent such conditions are not applicable), Lessor shall be released from any and all liabilities arising under or in connection with such persons serving Operative Documents (to the extent of such transfer and to the extent such liabilities arise after the relevant transfer) unless the Transferee fails to meet the requirements of clause (iv)(A) or (B) hereof and Lessor guarantees the obligations of the Transferee under clause (iv)(B) of this Section 16. (iii) Such transfer shall not violate any provision of any Applicable Laws and the registration of any interest hereunder shall not be required under the Securities Act of 1933, as an officeramended, director in connection with the proposed transfer. (iv) The Transferee shall be either (A) a Person organized under the laws of the United States or other fiduciary in any entity if such service was State thereof not subject to bankruptcy, insolvency or similar proceedings at the request or time of such transfer with a tangible net worth of at least $25,000,000 that is not a manufacturer of automotive parts in competition with Lessee (which, for the benefit avoidance of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining doubt, will not exclude transfers to the transactions contemplated by this Agreement. In the event any separate financing Affiliates of any such actual competitors or threatened claimother institutional investors which may have a passive investment in any such competitor or its assets) or (B) a Person which has its obligations guaranteed, action, suit, proceeding pursuant to a guaranty agreement or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be such other agreement reasonably satisfactory to Lessee, by its direct or indirect parent entity (or in the Parent and the Surviving Corporationcase of a trust, promptly after statements therefor are received and shall pay all other reasonable expenses in advance by a beneficiary of the final disposition trust) which entity shall meet the requirements of such actionclause (A) of this sentence or (C) a special purpose entity formed in connection with a bona fide investment grade securitization, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense obligations of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amountwhich, to the extent required acceptable to Lessee are covered by law, such person shall repay such amount an entity which gives a guarantee or such portion thereofother arrangement which meets the requirements of clause (B) of this sentence (or, as an alternative to such guarantee or other arrangement, the case may beTransferee enters into other arrangements reasonably satisfactory to Lessee). Upon any transfer permitted by this Section 16, except as otherwise expressly provided herein, each reference herein to Parent or the Surviving Corporation, as transferring Lessor shall thereafter be deemed to be a reference to the case may be. The Indemnified Parties as a group may not retain more than one law firm Transferee (to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Partiesextent provided in this Section 16).

Without limiting. Section 7.10(a6.07(a), from and after the Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such threatened or actual or threatened claim, suit, action, suit, proceeding or investigation (a “Claim”), whether civil, criminal or administrative, based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that the Indemnified Party is or was a director (including in a capacity as a member of any board committee), or officer of the Company, any of its Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the Transactions, whether in any case asserted or arising before or after the Effective Time), (i) the Company or Parent and the Surviving CorporationCorporation shall indemnify and hold harmless, as and to the case may befullest extent permitted by Law and the Company’s or its applicable Subsidiary’s Organizational Documents in effect at the Effective Time, shall pay the each such Indemnified Party against any losses, claims, Damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of any claim, suit, proceeding or investigation of each Indemnified Party to the fullest extent permitted by Law and the Company’s or its applicable Subsidiary’s Organizational Documents in effect at the Effective Time upon receipt of any undertaking from such actionIndemnified Party contemplated by applicable Law or such Organizational Documents with respect to repayment of advancement), (ii) the Parent judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual Claim. Parent’s and the Surviving Corporation will cooperate Corporation’s obligations under this Section 6.07(b) shall continue in full force and use all reasonable efforts to assist in effect for a period or six (6) years after from the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; Effective Time provided, however, that neither Parent nor all rights to indemnification in respect of any Claim asserted or made within such period shall continue until the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion final disposition of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified PartiesClaim.

Without limiting. Section 7.10(a8.9(a), after the Effective Time, each of Parent USA Waste and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, harmless each present and former director, officer, employee and agent of the Company AWS or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to to, or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with any such persons person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the CompanyAWS) and the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement or the Distribution Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company AWS or Parent USA Waste and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent USA Waste and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such claim, action, suit, proceeding or investigation, (ii) the Parent USA Waste and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL OGCL and the ParentUSA Waste's or the Surviving Corporation's respective certificate of incorporation charters or bylawsby-laws, such determination shall be made by independent legal counsel acceptable to the Parent USA Waste or the Surviving Corporation, as the case may be, and the applicable Indemnified Party; provided, however, that neither Parent USA Waste nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) ); and, provided provided, further, that if Parent USA Waste or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent USA Waste or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. Section 7.10(athe provisions of paragraph (a), after the Effective Time, each of Time Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, will indemnify and hold harmless, harmless each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") Party against any costs or expenses (including attorneys reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent arising out of, relating of or pertaining to or in connection with any action or omission occurring in his or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving her capacity as an officer, a director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company) and Company or any of the Merger and the other transactions contemplated by this Agreement or Company Subsidiaries arising out of or pertaining to the transactions contemplated by this AgreementAgreement (except in respect of actions or omissions that constitute bad faith, willful misconduct or a breach of duty of loyalty) for a period of six years after the Effective Time; provided, however, that if, at any time prior to -------- ------- the sixth anniversary of the Effective Time, any Indemnified Party delivers to Parent a written notice asserting a claim for indemnification under this Section 5.15, then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall will pay the reasonable fees and expenses of counsel selected by for the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, Party promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist provided that in the vigorous defense of event that any such matterIndemnified Party is not entitled to indemnification hereunder, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's amounts advanced on his or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination her behalf shall be made by independent legal counsel acceptable remitted to the Parent or the Surviving Corporation, as the case may be, and the Indemnified PartyParent); provided, however, that neither Parent nor the Surviving Corporation shall will not be liable for any settlement -------- ------- effected without its express written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may beconsent. The Indemnified Parties as a group may not retain more than only one law firm (in addition to local counsel) to represent them with respect to each matter any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. Section 7.10(a5.13(a), after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable law, indemnify indemnify, defend and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (collectively, "Costs and Expenses"), arising out of, relating to or in connection with (i) any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the CompanyCompany or any of its affiliates) and (ii) this Agreement, the Merger and or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement or the events and developments between Parent and the Company leading up to this Agreement. In addition, Parent shall indemnify and hold harmless each of the Indemnified Parties against any Costs and Expenses arising out of, relating to or in connection with the matters referred to in clause (ii) of the preceding sentence. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL NRS and the Parent's or the Surviving Corporation's respective certificate articles of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there ismatter, except to the extent that under applicable standards of professional conduct, conduct such counsel would have a conflict on any significant issue between the positions of any two representing such Indemnified Party or more Indemnified Parties.

Without limiting. the provisions of Section 7.10(a6.09(a), from and after the Effective Time, each of Parent shall and shall cause the Surviving Corporation shallto, in each case, to the fullest extent permitted under by applicable lawLaw: (i) indemnify, indemnify defend and hold harmless, to the fullest extent permitted by applicable Law, each present Company Indemnified Party from and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement (including, in each case, any interest or assessments thereon) in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with extent such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before arises out of or after pertains to any action or omission or alleged action or omission in such Company Indemnified Party's capacity as a director, officer or employee of the Company or any of its Subsidiaries prior to the Effective Time), (i) the Company or Parent ; and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) pay the Parent and the Surviving Corporation will cooperate and use all expenses (including reasonable efforts to assist in the vigorous defense attorneys' fees) of any Company Indemnified Party incurred in connection with any such matterclaim, and (iii) action, suit, proceeding or investigation upon receipt of an undertaking by or on behalf of such Company Indemnified Party to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, repay such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter ultimately be finally determined by a court of competent jurisdiction that such person was Company Indemnified Party is not entitled to be indemnified hereunder for all or any portion of such amountindemnified, in each case, to the extent required that such Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by law, such person shall repay such amount the Company or such portion thereof, as any of its Subsidiaries pursuant to the case may be, to Parent Organizational Documents of the Company or the Surviving CorporationOrganizational Documents for each Subsidiary of the Company or applicable Law. Notwithstanding the foregoing, as the case may be. The Company Indemnified Parties as a group may not retain more than only one law firm to represent them (and local counsel in each necessary jurisdiction) with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Company Indemnified Parties.

Without limiting. Section 7.10(a6.11(a), after the Effective TimeClosing Date, each of Parent Buyer and the Surviving Corporation Company shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time Closing Date (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) and the Merger Acquisition and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such actual or threatened claim, action, suit, suit proceeding or investigation (whether arising before or after the Effective TimeClosing Date), (i) the Company or Parent and the Surviving CorporationBuyer, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving CorporationBuyer, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) the Parent Buyer and the Surviving Corporation Company will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL Delaware Law and the ParentBuyer's or the Surviving CorporationCompany's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent Buyer or the Surviving CorporationCompany, as the case may be, and the Indemnified Party; provided, however, that neither Parent Buyer nor the Surviving Corporation Company shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent Buyer or the Surviving Corporation Company advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent Buyer or the Surviving CorporationCompany, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Without limiting. Section 7.10(a)(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible solely on account of the insolvency, after bankruptcy or financial inability to pay of the Effective Timerelated Obligor; or (iii) any Excluded Taxes; provided, however, that nothing contained in this sentence shall limit the -------- ------- liability of any Seller Party or limit the recourse of the Purchasers to any Seller Party for amounts otherwise specifically provided to be paid by such Seller Party under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, each of Parent Seller Party shall indemnify the Collateral Agent, the Managing Agent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Purchasers for Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time Amounts (including, without limitation, acts losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller or omissions the Servicer) relating to or resulting from: (i) any representation or warranty made by such Seller Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such persons serving as an officerPerson pursuant hereto or thereto, director which shall have been false or incorrect when made or deemed made; (ii) the failure by the Seller, the Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of the Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of the Seller, the Servicer or any Originator to perform its duties, covenants or other fiduciary obligations in accordance with the provisions of this Agreement or any entity if other Transaction Document; (iv) any products liability, personal injury, damage or similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service was related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the request transactions contemplated hereby, the use of the proceeds of an Incremental Purchase or Reinvestment, the ownership of the Purchaser Interests or any other investigation, litigation or proceeding relating to Seller, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Amortization Event described in Section 9.1(d); -------------- (x) any failure of the Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from any Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Seller to give reasonably equivalent value to any Originator under the Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest and maintain vested in the Collateral Agent for the benefit of the CompanyPurchasers, or to transfer to the Collateral Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority undivided percentage ownership and/or security interest (to the extent of the Purchaser Interests contemplated hereunder) in the Receivables, the Related Security and the Merger Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the other transactions contemplated proceeds of any thereof, whether at the time of any Incremental Purchase or Reinvestment or at any subsequent time; (xiii) any action or omission by this Agreement any Seller Party which reduces or arising out impairs the rights of the Collateral Agent or pertaining the Purchasers with respect to any Receivable or the transactions contemplated by this Agreement. In the event value of any such actual Receivable; (xiv) any attempt by any Person (other than a Purchaser) to void any Incremental Purchase or threatened claim, Reinvestment hereunder under statutory provisions or common law or equitable action, suit, proceeding or investigation ; and (whether arising before or after the Effective Time), (ixv) the Company or Parent and failure of any Receivable included in the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent and the Surviving Corporation, promptly after statements therefor are received and shall pay all other reasonable expenses in advance calculation of the final disposition of such action, (ii) the Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) to the extent any determination is required Net Receivables Balance as an Eligible Receivable to be made with respect to whether an Indemnified Party's conduct complies with Eligible Receivable at the standards set forth under the DGCL and the Parent's or the Surviving Corporation's respective certificate of incorporation or bylaws, such determination shall be made by independent legal counsel acceptable to the Parent or the Surviving Corporation, as the case may be, and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Partiestime so included.