Common use of Enforcement Expenses; Indemnification Clause in Contracts

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender any and the Administrative Agent for all its costs and reasonable out of pocket expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the (including all reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel to in respect of, any rights with respect to, or collecting, any or all of the Administrative AgentObligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 13.5 of the Credit Agreement. (d) The agreements in this Section 8.4 8.5 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Subject to Section 10.5 of the Credit Agreement, each Guarantor agrees to pay pay, or reimburse each Lender Secured Party and the Administrative Agent for for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor jointly and severally agrees to pay or reimburse each Lender Secured Party and the Administrative Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including to the allocated fees Secured Parties, the Collateral Agent and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor Grantor jointly and severally agrees to pay, and to save the Collateral Agent, the Administrative Agent and the Lenders other Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement. Agreement and (cy) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the Credit Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the Collateral Agent, the Administrative Agent or any other Secured Party. (dc) The agreements in this Section 8.4 subsection 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender the Administrative Agent and of counsel to the Administrative Agenteach other Secured Party. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders each other Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay pay, or reimburse each Lender Secured Party and the Administrative Agent for for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of financial advisors and counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 9.5 of the Credit Loan Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Loan Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (ai) Each Guarantor agrees to pay pay, or reimburse each Lender and the Administrative Agent for Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement Guarantee and the other Loan Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentPurchasers. (bii) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementGuarantee (other than taxes due by the Purchasers in respect of income, profits or gains of the Purchasers resulting from transfers or sales of the Securities). (ciii) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Guarantee to the extent the Borrower Company would be required to do so pursuant to Section 10.5 of the Credit Purchase Agreement. (div) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Purchase Agreement and the other Loan Transaction Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse the Collateral Agent and each Lender and the Administrative Agent other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise connection with enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a partyparty (including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding), including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender the Collateral Agent and of counsel to the Administrative Agenteach other Secured Party. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other Secured Parties harmless from, from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 7.04 shall survive termination of the Commitments and repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender Secured Party and the Administrative Collateral Agent for all its costs properly documented reasonable costs, fees and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees Attorney Costs and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Collateral Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 Sections 13.1 and 13.2 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor U.S. Institution Subsidiary agrees to pay or reimburse each Lender any and the Administrative Agent for all its costs and reasonable out of pocket expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the (including all reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel to in respect of, any rights with respect to, or collecting, any or all of the Administrative AgentSecured Obligations and/or enforcing any rights with respect to, or collecting against, each U.S. Institution Subsidiary under this Collateral Agreement. (b) Each Guarantor U.S. Institution Subsidiary agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Collateral Agreement. (c) Each Guarantor U.S. Institution Subsidiary agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Collateral Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 14.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay pay, or reimburse each Lender and the Administrative Agent for Holder for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Agreement Guaranty and the other Loan Documents to which such Guarantor is a party, party including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentHolder. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Holder harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementGuaranty. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Holder harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Guaranty, and hereby expressly and in addition thereto, makes, assumes, affirms, adopts and ratifies the indemnification obligations applicable to the extent Guarantors as set forth in the Borrower would be required to do so pursuant to Section 10.5 of the Credit AgreementDebentures. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Debentures and the Loan Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee guarantees contained in Section 2 or 3, as applicable, or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender any and the Administrative Agent for all its costs and reasonable out of pocket expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the (including all reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel to in respect of, any rights with respect to, or collecting, any or all of the Administrative AgentSecured Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 14.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender of the Lenders and the Administrative Agent Agents for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Credit Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender Administrative Agent and of counsel to each of the Administrative Agentother Agents and Lenders. (b) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the applicable Credit Agreement. (d) The agreements in this Section 8.4 5.4 shall survive repayment of the Guaranteed Obligations and all other amounts payable under each of the Credit Agreements, this Agreement and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender other Secured Party and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement Guarantee and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementGuarantee. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Guarantee, but only to the same extent the Borrower would be required to do so pursuant to Section 10.5 11.5 of the Credit Agreement. (d) The agreements in this Section 8.4 4.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender the Security Agent and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 1 or otherwise enforcing or preserving any rights under this Agreement Guaranty and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel , subject to the Administrative Agentlimitations set forth in Section 9.05(a) of the Credit Agreement. (b) Each Guarantor agrees to pay, and to save hold the Security Agent, the Administrative Agent and the Lenders harmless fromall Secured Parties, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined Indemnitees pursuant to be payable with respect to any Section 9.05 of the Collateral or in connection with any of the transactions contemplated by this Credit Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Guaranty to the extent the Borrower would be required to do so pursuant to Section 10.5 9.05 of the Credit Agreement. (c) Each Guarantor agrees that the provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein. (d) The agreements in this Section 8.4 10 shall survive repayment of the Guaranteed Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor of the Grantors agrees to pay or reimburse each Lender Secured Party, the Note Collateral Agent and the Bank Administrative Agent for all its of their respective costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 preparation and administration of, or otherwise the enforcing or preserving any rights under under, this Agreement and the other Loan Documents to which such Guarantor is a partyAgreement, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of Secured Party (including, without limitation, counsel to each of the Note Collateral Agent and the Bank Administrative Agent). (b) Each Guarantor Without limiting the indemnity obligations of each of the Grantors under the Note Security Agreement, the Bank Security Agreements or any of the other Secured Debt Documents, each of the Grantors agrees to pay, indemnify, and to save hold the Note Collateral Agent, the Bank Administrative Agent and the Lenders each Secured Party (and their respective directors, officers, agents and employees) harmless from, any from and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, the reasonable fees and expenses of counsel, advisors and agents) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, unless arising from the gross negligence or willful misconduct of the indemnified party, including for taxes in any jurisdiction in which the Note Collateral Agent or the Bank Administrative Agent is subject to tax by reason of actions hereunder, unless such taxes are imposed on or measured by compensation paid to the extent Note Collateral Agent or the Borrower would be required to do so pursuant to Section 10.5 of Bank Administrative Agent under the Credit AgreementNote Security Agreement or the Bank Security Agreements, respectively. (dc) The agreements in this Section 8.4 4.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan DocumentsSecured Debt Agreements.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender Secured Party and the Administrative Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section ARTICLE 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Transaction Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Collateral Agent. (b) Each The Company and each Guarantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each The Company and each Guarantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Company would be required to do so pursuant to Section 10.5 of the Credit Securities Amendment and Purchase Agreement. (d) The agreements in this Section 8.4 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Securities Amendment and Purchase Agreement and the other Loan Transaction Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay any and all reasonable and documented or reimburse each Lender and the Administrative Agent for invoiced expenses (including all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and that may be paid or incurred by any ABL Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement, in each case to the Administrative Agentextent any ABL Borrower would be required to do so pursuant to Section 10.04 of the ABL Credit Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other ABL Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all present or future stamp, court or documentary taxes and any other excise, sales property, intangible or other taxes mortgage recording taxes, charges or similar levies which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other ABL Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, in each case to the extent the any ABL Borrower would be required to do so pursuant to Section 10.5 10.05 of the ABL Credit Agreement. (d) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations secured hereby and by the other Collateral Documents. The agreements in this Section 8.4 7.04 shall survive termination of this Agreement, or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations and all other amounts payable under Guaranteed Obligations, the Credit invalidity or unenforceability of any term or provision of this Agreement and the or, any other Loan DocumentsDocument or any investigation made by or on behalf of the Collateral Agent or any other ABL Secured Party. All amounts due under this Section 7.04 shall be payable within 30 days after demand therefor.

Enforcement Expenses; Indemnification. (a) Each Guarantor The Borrower agrees to pay or reimburse each Lender of the Lenders and the Administrative Agent Agents for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 Borrower or otherwise enforcing or preserving any rights under this Agreement and the other Loan Credit Documents to which such Guarantor the Borrower is a party, including, without limitation, the reasonable fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender Administrative Agent and of counsel to each of the Administrative Agentother Agents and Lenders. (b) Each Guarantor The Borrower agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor The Borrower agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the applicable Credit Agreement. (d) The agreements in this Section 8.4 subsection 7.4 shall survive repayment of the Obligations and all other amounts payable under each of the Credit Agreement Agreements and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender of the Lenders and the Administrative Agent Agents for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 Grantor or otherwise enforcing or preserving any rights under this Agreement and the other Loan Credit Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender Administrative Agent and of counsel to each of the Administrative Agentother Agents and Lenders. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the applicable Credit Agreement. (d) The agreements in this Section 8.4 subsection 7.4 shall survive repayment of the Obligations and all other amounts payable under each of the Credit Agreement Agreements and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent and each other Secured Party for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, including the fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender Administrative Agent and of counsel to the Administrative Agenteach other Secured Party. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders each other Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. Without duplication of any indemnification provided to the Collateral Trustee under the terms of any Term Document: (a) Each Guarantor Grantor agrees to pay or reimburse each Lender any and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the (including all reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel to in respect of, any rights with respect to, or collecting, any or all of the Administrative AgentSecured Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent Collateral Trustee and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent Collateral Trustee and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Credit Parties would be required to do so pursuant to Section 10.5 14.05 of the Credit Agreement. (d) The agreements in this Section 8.4 8.5 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Term Priority Lien Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each the Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentLender. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 8.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor jointly and severally agrees to pay or reimburse each Lender Secured Party and the Administrative Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including to the allocated fees Secured Parties, the Collateral Agent and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor Grantor jointly and severally agrees to pay, and to save the Collateral Agent, the Administrative Agent and the Lenders other Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement. Agreement and (cy) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Borrower Borrowers would be required to do so pursuant to Section 10.5 11.5 of the Credit Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the Collateral Agent, the Administrative Agent or any other Secured Party. (dc) The agreements in this Section 8.4 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender and the Administrative Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Indenture Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable and documented fees and disbursements of one firm of counsel (including the allocated fees together with any special and expenses of in-house local counsel) to each Lender and of counsel the Collateral Agent to the Administrative Agentextent the Issuers would be required to do so pursuant to the Indenture. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of to the transactions contemplated by this Agreementextent the Issuers would be required to do so pursuant to the Indenture. (c) Each Guarantor agrees Grantor agrees, jointly and severally, to pay, and to save the Administrative Collateral Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Issuers would be required to do so pursuant to Section 10.5 of the Credit AgreementIndenture. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement Indenture and the other Loan Indenture Documents.

Enforcement Expenses; Indemnification. (a) Each The Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable documented out-of-pocket costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 this Guaranty, as applicable, or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a partyGuaranty, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided, however, that the Guarantor shall not be liable for the fees and expenses of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among such Persons, and in such case, not more than two separate firms) in connection with any one such action or any separate, but substantially similar or related actions in the same jurisdiction, nor shall the Guarantor be liable for any settlement or proceeding effected without the Guarantor’s written consent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each The Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Guaranty to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Holdings agrees to pay or reimburse each Lender of the Lenders and the Administrative Agent Agents for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 Holdings or otherwise enforcing or preserving any rights under this Agreement and the other Loan Credit Documents to which such Guarantor Holdings is a party, including, without limitation, the reasonable fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender Administrative Agent and of counsel to each of the Administrative Agentother Agents and Lenders. (b) Each Guarantor Holdings agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Holdings agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Holdings would be required to do so pursuant to Section subsection 10.5 of the applicable Credit Agreement. (d) The agreements in this Section 8.4 subsection 7.4 shall survive repayment of the Obligations and all other amounts payable under each of the Credit Agreement Agreements and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, judgments and suits and related reasonable out-of-pocket expenses or disbursements (including Attorney Costs) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Company would be required to do so pursuant to Section 10.5 10.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Pledgor agrees to pay or reimburse each Lender any and the Administrative Agent for all its costs and reasonable out of pocket expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the (including all reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel to in respect of, any rights with respect to, or collecting, any or all of the Administrative AgentObligations and/or enforcing any rights with respect to, or collecting against, such Pledgor under this Pledge Agreement. (b) Each Guarantor Pledgor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement. (c) Each Guarantor Pledgor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Pledge Agreement to the extent the Borrower Company would be required to do so pursuant to Section 10.5 13.5 of the Credit Agreement. (d) The agreements in this Section 8.4 27 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor jointly and severally agrees to pay or reimburse each Lender Secured Party and the Administrative Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including to the allocated fees Secured Parties, the Collateral Agent and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor Grantor jointly and severally agrees to pay, and to save the Collateral Agent, the Administrative Agent and the Lenders other Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement. Agreement and (cy) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Parent Borrower would be required to do so pursuant to Section 10.5 subsection 11.5 of the Credit Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the Collateral Agent or any other Secured Party. (dc) The agreements in this Section 8.4 subsection 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender and the Administrative Agent Secured Party for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 the Guaranty or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the reasonable fees and disbursements of outside counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of outside counsel to the Administrative Agent. (b) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (other than Excluded Taxes) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 10.04 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and The parties hereto agree that the Administrative Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents Secured Parties shall be entitled to which such Guarantor is a party, including, without limitation, the fees reimbursement of their expenses incurred hereunder as provided in and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel subject to the Administrative Agentcaps set forth in Section 9.05 of the Credit Agreement. (b) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Collateral Agent and the Lenders each other Secured Party harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement, except Indemnified Taxes and Other Taxes covered in Section 2.20 of the Credit Agreement. (c) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Collateral Agent and the Lenders each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative each Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative each Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees Grantor and Holdings agree to pay or reimburse each Lender and the Administrative Agent Secured Party for all its reasonable costs and expenses incurred in collecting against such Guarantor Grantor or Holdings under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor any Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Agent, in each case, in accordance with the terms of the Credit Agreement. (b) Each Guarantor agrees Grantor and Holdings agree to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees Grantor and Holdings agree to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 10.5 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentSecured Party. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Collateral Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable and documented fees and disbursements of one local counsel (including the allocated fees and expenses of in-house counsel) to each Lender retained by the Collateral Agent in each relevant jurisdiction and of one primary counsel to the Administrative Collateral Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 10.04 of the Credit Agreement. (d) The agreements in this Section 8.4 8.5 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor The Borrower agrees to pay or reimburse each Lender of the Lenders and the Administrative Agent Agents for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 Borrower or otherwise enforcing or preserving any rights under this Agreement Charge Over Shares and the other Loan Credit Documents to which such Guarantor the Borrower is a party, including, without limitation, the reasonable fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender Administrative Agent and of counsel to each of the Administrative Agentother Agents and Lenders. (b) Each Guarantor The Borrower agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementCharge Over Shares. (c) Each Guarantor The Borrower agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Charge Over Shares to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the applicable Credit Agreement. (d) The agreements in this Section 8.4 subsection 7.4 shall survive repayment of the Obligations and all other amounts payable under each of the Credit Agreement Agreements and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay pay, or reimburse each Lender and the Administrative Agent for for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor The Pledgor agrees to pay or reimburse each Lender Secured Party and the Administrative Collateral Agent for all its fees, costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 Pledgor or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor the Pledgor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Collateral Agent. (b) Each Guarantor The Pledgor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor The Pledgor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 6.23 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents, and any resignation or removal of the Collateral Agent.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of one counsel to the Administrative AgentAgent and to the extent permitted by the Credit Agreement, to the Lenders. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes taxes, if any, which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 11.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and The parties hereto agree that the Administrative Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents Secured Parties shall be entitled to which such Guarantor is a party, including, without limitation, reimbursement of their expenses incurred hereunder as provided in Section 11.04 of the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentCredit Agreement. (b) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Collateral Agent and the Lenders each other Secured Party harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement, except Other Taxes covered in Section 3.01 of the Credit Agreement. (c) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Collateral Agent and the Lenders each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 11.04 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 Subsidiary Guarantee (other than the Borrower) or otherwise enforcing or in the case of the Administrative Agent only, preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and reasonable disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (other than taxes arising from the income of the Administrative Agent or any Lender which are covered by Section 2.18 of the Credit Agreement) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 subsection 9.5 of the Credit Agreement. (d) The agreements in this Section 8.4 7.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender and the Administrative Agent Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Collateral Agent. (b) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 3.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender Secured Party and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise connection with enforcing or preserving any rights under this Agreement Guaranty and the other Loan Documents to which such Guarantor is a partyparty (including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding), including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (in each case, to the same extent that the Borrower would be required to do so under Section 5.11 of the Credit Agreement) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementGuaranty. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Guaranty to the extent the Borrower any Guarantor would be required to do so pursuant to Section 10.5 14.2 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive termination of the Commitments and repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. All amounts due under this Section shall be payable promptly after demand therefor.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 subsection 11.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender any and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the (including all reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and that may be paid or incurred by any First Lien Secured Party in enforcing, or obtaining advice of counsel to in respect of, any rights with respect to, or collecting, any or all of the Administrative AgentFirst Lien Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders First Lien Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders First Lien Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 12.7 of the Credit Agreement (whether or not then in effect) or any comparable provision of any Additional First Lien Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the First Lien Obligations and all other amounts payable under the Credit Agreement and Agreement, the other Loan DocumentsCredit Documents and any Additional First Lien Agreements.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender and the Administrative Agent Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative AgentAgent subject to the limitations on payments to such counsel set forth in Section 9.03 of the Credit Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and Secured Parties (including all Indemnitees pursuant to Section 9.03(b) of the Lenders Credit Agreement), harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 9.03 of the Credit Agreement (it being understood and agreed that the indemnification obligations set forth in this Section 9.4(c) shall apply to the Secured Parties to the same extent that they apply to the Agent and the Lenders under the Credit Agreement). (d) Each Grantor agrees that the provisions of Section 2.13 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein. (e) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay any and all reasonable and documented or reimburse each Lender and the Administrative Agent for invoiced expenses (including all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and that may be paid or incurred by any Term Loan Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement, in each case to the Administrative Agentextent the Borrower would be required to do so pursuant to Section 10.04 of the Term Loan Credit Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other Term Loan Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all present or future stamp, court or documentary taxes and any other excise, sales property, intangible or other taxes mortgage recording taxes, charges or similar levies which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other Term Loan Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, in each case to the extent the Borrower would be required to do so pursuant to Section 10.5 10.05 of the Term Loan Credit Agreement. (d) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations secured hereby and by the other Collateral Documents. The agreements in this Section 8.4 7.04 shall survive termination of this Agreement, or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations and all other amounts payable under Guaranteed Obligations, the Credit invalidity or unenforceability of any term or provision of this Agreement and the or, any other Loan DocumentsDocument or any investigation made by or on behalf of the Collateral Agent or any other Term Loan Secured Party. All amounts due under this Section 7.04 shall be payable within 30 days after demand therefor.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender Secured Party and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise connection with enforcing or preserving protecting any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a party, (including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding) including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Agent. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (in each case, to the same extent that the Borrower would be required to do so under Section 5.11 of the Credit Agreement) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower any Grantor would be required to do so pursuant to Section 10.5 14.2 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive termination of the Commitments and repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. All amounts due under this Section shall be payable promptly after demand therefor.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Credit Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of one counsel to the Administrative AgentAgent and to the extent permitted by the Credit Agreement, to the Lenders. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes taxes, if any, which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 11.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral collateral, if any, or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 4.5 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and Secured Party, including the Administrative Agent Agent, for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of one counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party (other than the Administrative Agent) and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 9.5 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender and the Administrative Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Security Agreement and the other Loan Note Documents to which such Guarantor Grantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Collateral Agent in each Lender and case, in accordance with the terms of counsel to the Administrative AgentIndenture. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Notes Issuer would be required to do so pursuant to Section 10.5 of the Credit AgreementIndenture. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement Indenture and the other Loan Second-Lien Note Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender of the Collateral Agent and the Administrative Agent each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor person is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) ), in each case subject to each Lender and in accordance with the terms of counsel to the Administrative AgentCredit Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 7.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (ai) Each Guarantor agrees to pay pay, or reimburse each Lender the Collateral Agent and the Administrative Agent for any Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement Guarantee and the other Loan Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentCollateral Agent or the Purchasers. (bii) Each Guarantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders any Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementGuarantee. (ciii) Each Guarantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders any Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Guarantee to the extent the Borrower Company would be required to do so pursuant to Section 10.5 of the Credit Purchase Agreement. (div) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Purchase Agreement and the other Loan Transaction Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor jointly and severally agrees to pay or reimburse each Lender Secured Party and the Administrative Agent for all its their respective reasonable costs and expenses incurred in collecting against such any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including to the allocated fees Secured Parties and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor jointly and severally agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement. Agreement and (cy) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Parent Borrower would be required to do so pursuant to Section 10.5 subsection 11.5 of the Credit Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the Administrative Agent or any Secured Party. (dc) The agreements in this Section 8.4 subsection 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its out‑of‑pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Credit Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 12.1 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender Secured Party and the Administrative Agent for all its their respective costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Credit Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the "indemnified liabilities") to the extent the Borrower would be required to do so pursuant to Section 10.5 11.03 of the Credit Agreement. (d) The agreements in this Section 8.4 5.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 subsection 15.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Agent and Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 2, or otherwise enforcing or preserving any rights under this Agreement and or the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Agent and of counsel to the Administrative Agenteach Lender. (b) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 10.5 9.04 of the Credit Agreement. (d) The agreements in this Section 8.4 7.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Pledgor agrees to pay or reimburse each Lender Secured Party and the Administrative Agent Agent, forthwith upon any request therefor from time to time, for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 Pledgor or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Pledgor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent. (b) Each Guarantor agrees Pledgor agrees, forthwith upon any request therefor from time to time, to pay, and to save the Secured Parties and the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees Pledgor agrees, forthwith upon any request therefor from time to time, to pay, and to save the Secured Parties and the Administrative Agent and (including all indemnitees pursuant to the Lenders Credit Agreement), harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower such Pledgor would be required to do so pursuant to the Loan Documents (it being understood and agreed that the indemnification obligations set forth in this Section 10.5 of 9.4(c) shall apply to the Credit AgreementAdministrative Agent and the Secured Parties to the same extent that they apply to the Administrative Agent and the Secured Parties under the other Loan Documents). (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay pay, or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 11.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 10.5 10.04 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee guarantees contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent and each other Secured Party for all its documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, including the fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender Administrative Agent and of counsel to the Administrative Agenteach other Secured Party. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders each other Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment the Discharge of the Obligations and all other amounts payable under the Credit Agreement and the other Loan DocumentsObligations.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 9.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender and the Administrative Agent Secured Party for all its reasonable costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Second Lien Administrative Agent and the Collateral Agent. (b) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 9.05 of the Second Lien Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Second Lien Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Agent, in each case, to the extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders each Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement, in each case, to the extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent Lenders, the Agents and the Lenders Issuing Banks harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, in each case, to the extent the Borrower would be required to do so pursuant to Section 10.5 9.3 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. (e) Each Grantor agrees that the provisions of Section 9.3(c) of the Credit Agreement are incorporated herein by reference, mutatis mutandis, as if each reference therein to the Parent were a reference to such Grantor.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent Agent, and during the existence of an Event of Default, each Lender, for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 10.04 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee guarantees contained in Section 2 or 3, as applicable, or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, includingin each case, without limitation, in accordance with Section 10.5 of the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentCredit Agreement. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement or any other Security Document and, to the extent applicable, in a manner consistent with Section 2.19 of the Credit Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or any other Security Document to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of one firm of counsel (including the allocated fees together with any special and expenses of in-house local counsel) to each Lender and of counsel the Administrative Agent to the Administrative Agentextent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any to the extent the Borrower would be required to do so pursuant to Section 10.5 of the transactions contemplated by this Credit Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (ai) Each Guarantor agrees to pay pay, or reimburse each Lender and the Administrative Agent for for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 2, and (ii) each Grantor agrees to pay, or reimburse the Administrative Agent for, all its costs and expenses incurred in enforcing its pledge in Section 3 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to on the extent the Borrower would be required to do so pursuant to terms set forth in Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender and the Administrative Agent Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative Agent. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. (e) Each Grantor agrees that the provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay pay, or reimburse each Lender Secured Creditor and the Administrative Agent for for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Creditor and of counsel to the Administrative AgentAgent to the same extent the Borrower is required to do so pursuant to the Credit Agreement. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement to the same extent the Borrower is required to do so pursuant to the Credit Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 11.04 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee guarantees contained in Section 2 or 3, as applicable, or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and, to the extent applicable, in a manner consistent with Section 2.19 of the Credit Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent and each other Secured Party for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, including the reasonable and documented out-of-pocket fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders each other Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and out-of-pocket expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 this Guarantee or otherwise enforcing or preserving any its rights under this Agreement and the other Loan Documents to which such Guarantor is a partyGuarantee, including, without limitation, the fees reasonable fees, charges and disbursements of one primary counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of any special and local counsel to for the Administrative AgentAgent and one additional counsel for all Lenders other than the Administrative Agent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementGuarantee. (c) Each Guarantor agrees to payindemnify, and to save hold the Administrative Agent and the Lenders harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding the fees, judgments, suits, costs, expenses or charges and disbursements of any kind counsel for any the Administrative Agent and the Lenders, incurred by or nature whatsoever with respect to asserted against the Administrative Agent or any Lender arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement Guarantee to the extent the Borrower Company would be required to do so pursuant to Section 10.5 9.03 of the Credit Agreement. (d) The agreements in this Section 8.4 4.4 shall survive repayment of the Borrower Obligations and all other amounts payable under the Credit Agreement and the other Loan DocumentsAgreement.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Agent and Lender and the Administrative Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 2, or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Agent (without duplication) and of counsel to the Administrative Agenteach Lender. (b) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 10.5 9.04 of the Credit Agreement. (d) The agreements in this Section 8.4 7.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan DocumentsObligations.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender any and the Administrative Agent for all its costs reasonable and documented out of pocket expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the (including all reasonable fees and disbursements of one primary counsel (including the allocated fees and expenses of in-house counselone local counsel in each relevant jurisdiction) to each Lender and that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel to in respect of, any rights with respect to, or collecting, any or all of the Administrative AgentObligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Guarantor Grantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 13.5 of the Credit Agreement. (d) The agreements in this Section 8.4 8.5 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Subsidiary Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Subsidiary Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Subsidiary Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Parent Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 4.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Tranche A Lender and the Administrative Agent for all its reasonable and invoiced out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Fundamental Documents to which such Guarantor is a party, including, without limitation, the reasonable and invoiced out-of-pocket fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender Tranche A Lenders and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Tranche A Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined are required to be payable with respect to any of paid by the Collateral or Borrower under the Credit Agreement in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Tranche A Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 10.4 of the Credit Agreement. (d) The agreements in this Section 8.4 4.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Fundamental Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse the Collateral Agent, each Lender and the each Administrative Agent for all of its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Collateral Agent and each Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Collateral Agent, the Administrative Agent Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Collateral Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent Agent, and during the existence of an Event of Default, each Lender, for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor Grantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 10.04 of the Credit Agreement. (d) Any amounts received by the Administrative Agent or the Lenders as a consequence of the exercise of the Administrative Agent's rights provided for herein, including in respect of an Event of Default shall be applied pursuant to the terms of this Agreement. Where applicable, such amounts will be converted into U.S. Dollars at the reasonable market rates in force on the day of such conversion and then remitted (minus any commission or other amounts charged in connection with such conversion, if applicable) to the Administrative Agent for the benefit of the Lenders or directly to the Lenders, provided that if such conversion or remittance is not legally permitted or possible for any reason outside the Administrative Agent's control at the time, such amounts may, at the sole discretion of the Administrative Agent or the Lenders, and if so permitted under applicable law and regulations, be received in Canadian Dollars by the Administrative Agent or the Lenders. (e) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Mortgagor agrees to pay pay, or reimburse each Lender Secured Party and the Administrative Agent for Mortgagee for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 Mortgagor or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a partyMortgage, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender Secured Party and of counsel to the Administrative AgentMortgagee. (b) Each Guarantor Mortgagor agrees to pay, and to save the Administrative Agent Mortgagee and the Lenders Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral Mortgaged Property or in connection with any of the transactions contemplated by this AgreementMortgage. (c) Each Guarantor Mortgagor agrees to pay, and to save the Administrative Agent Mortgagee and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Mortgage to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documentspayable.

Enforcement Expenses; Indemnification. (a) Each The Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable documented out-of-pocket costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 this Guaranty, as applicable, or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a partyGuaranty, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided, however, that the Guarantor shall not be liable for the fees and expenses of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among such Persons, and in such case, not more than two separate firms) in connection with any one such action or any separate, but substantially similar or related actions in the same jurisdiction, nor shall the Guarantor be liable for any settlement or proceeding effected without the Guarantor’s written consent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each The Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Guaranty to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Interim Term Loan Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender Lender, the Administrative Agent and the Administrative Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent and the Collateral Agent. (b) Each Guarantor agrees to pay, and to save the Collateral Agent, the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Collateral Agent, the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 9.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor Grantor agrees to pay or reimburse each Lender and the Administrative Agent Secured Party for all its reasonable costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor Grantor is a party, including, without limitation, party (but limited in the case of legal fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel expenses, to the reasonable out-of-pocket documented fees, disbursements and charges of one counsel of the Administrative AgentAgent and the Secured Parties, taken as a whole, and if necessary, of one local counsel in any relevant material jurisdiction to such persons, taken as a whole). (b) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Grantor agrees to pay, and to save hold the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan DocumentsTermination Date.

Enforcement Expenses; Indemnification. (a) Each Guarantor jointly and severally agrees to pay or reimburse each Lender and the Administrative Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Collateral Agent. (b) Each Guarantor jointly and severally agrees to pay, and to save the Administrative Collateral Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor jointly and severally agrees to pay, and to save the Administrative Collateral Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower any Borrowers would be required to do so pursuant to Section 10.5 9.5 of the Credit AgreementAgreements. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement Agreements and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay pay, or reimburse each Lender Secured Party and the Administrative Agent for for, all its actual costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of one primary counsel (including for the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentSecured Parties. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities actual out-of-pocket costs and expenses incurred with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each the Lender and the Administrative Agent on written demand for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise connection with enforcing or preserving any rights under this Agreement Guaranty and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentLender. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementGuaranty. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Guaranty to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Loan Agreement and/or the Collateral Agreement. (d) The agreements in this Section 8.4 4.3 shall survive repayment of the Obligations and all other amounts payable under the Credit Loan Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each the Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative AgentLender. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 subsection 9.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.