Common use of Enforcement Expenses; Indemnification Clause in Contracts

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnifypay or reimburse each Secured Party for its reasonable out-of-pocket costs and expenses incurred in collecting against such Grantor under the guarantee contained in the Guaranty or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party, defend including the reasonable fees and save and hold harmless the Collateral Agent, disbursements of outside counsel to each other Secured Party and outside counsel to the Administrative Agent; provided that each of their respective Affiliates Grantor’s obligation to pay or reimburse for legal fees and their respective officers, directors, employees, agents, advisors and trustees expenses pursuant to this subsection (each, an “Indemnified Party”) from and against, and (without duplicationa) shall pay, any be limited to the reasonable and all claims, damages, losses, liabilities and expenses (including reasonable documented legal fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partya single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such Secured Parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case arising out where any such Secured Party determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Secured Party advises such Grantor of such actual or as a result potential conflict of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable tointerest and engages its own separate counsel, the gross negligence or willful misconduct reasonable and documented legal fees and expenses of such Indemnified Party separate counsel shall also be paid or its employees or agentsreimbursed. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to hold the Collateral Agent the amount of Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable out-of-pocket expensescosts, including the reasonable fees and expenses of its counsel and or disbursements of any experts kind or nature whatsoever with respect to, or resulting from any delay in paying, any and agentsall stamp, that 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 Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay Grantor agrees to pay, and to hold the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable out-of-pocket costs, expenses or reimburse disbursements of any kind or nature whatsoever with respect to the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with execution, delivery, enforcement, performance and administration of this Agreement and shall indemnify and hold harmless to the Collateral Agent and each other Secured Party from any amounts that it is obligated extent the Borrower would be required to pay in do so pursuant to Section 10.04 of the way of such taxesCredit Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnifypay, defend and save and hold harmless the Collateral Agent, or reimburse each other Secured Party for, all its reasonable costs and each 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 the reasonable fees and disbursements of their respective Affiliates counsel to the Administrative Agent and their respective officers, directors, employees, agents, advisors and trustees counsel to the Lenders. (each, an “Indemnified Party”b) from and againstEach Guarantor agrees to pay, and (without duplication) shall payto save the Secured Parties harmless from, any and all claimsliabilities with respect to, damagesor resulting from any delay in paying, lossesany and all stamp, liabilities and expenses (including reasonable fees and expenses of counsel) that excise, sales or other taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Collateral or in connection with or as a result any of the execution transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments, suits, costs, expenses or delivery disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement on the terms set forth in Section 11.5 of the Credit Agreement; provided, that each such Guarantor shall have no obligations hereunder to any Secured Party with respect to such liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except suits to the extent such claim, damage, loss, liability or expense is they are found in by a final, final and nonappealable judgment by decision of a court of competent jurisdiction to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Secured Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesRelated Persons. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary U.S. Guarantor (without duplication) jointly and severally agrees to indemnifypay or reimburse each Secured Party and the ABL Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against such U.S. Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such U.S. Guarantor and the other Loan Documents to which such U.S. Guarantor is a party, defend including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the ABL Collateral Agent and the Administrative Agent. (b) Each U.S. Grantor jointly and severally agrees to pay, and to save and hold harmless the ABL Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Parent Borrower would be required to do so pursuant to subsection 11.5 of the ABL Credit Agreement, damageand in any event excluding any taxes or other indemnified liabilities arising from gross negligence, lossbad faith or willful misconduct of the ABL Collateral Agent, liability the Administrative Agent or expense is found in a final, nonappealable judgment any other Secured Party as determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any in a final and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itnonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the ABL Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) jointly and severally agrees to indemnifypay or reimburse each Secured Party and the Collateral Agent for all their respective 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 against such Guarantor and the other Loan Documents to which such Guarantor is a party, defend including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Agent and the Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement, damageand in any event excluding any taxes or other indemnified liabilities arising from gross negligence, lossbad faith or willful misconduct of the Collateral Agent, liability the Administrative Agent or expense is found in a final, nonappealable judgment any other Secured Party as determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any in a final and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itnonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) jointly and severally agrees to indemnifypay or reimburse each Secured Party and the Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against 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, defend including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Agent and the Administrative Agent, in each case to the extent the Borrower would be required to do so pursuant to subsection 10.5 of the Credit Agreement. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Borrower would be required to do so pursuant to subsection 10.5 of the Credit Agreement, damageand in any event excluding any taxes or other indemnified liabilities arising from bad faith, lossgross negligence or willful misconduct of the Collateral Agent, liability the Administrative Agent or expense is found in a final, nonappealable judgment any other Secured Party as determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any in a final and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itnonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) jointly and severally agrees to indemnifypay or reimburse each Secured Party and the Collateral Agent for all their respective 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 against such Guarantor and the other Loan Documents to which such Guarantor is a party, defend including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Agent and the Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Parent Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement, damageand in any event excluding any taxes or other indemnified liabilities arising from gross negligence, lossbad faith or willful misconduct of the Collateral Agent, liability the Administrative Agent or expense is found in a final, nonappealable judgment any other Secured Party as determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any in a final and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itnonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, pay any and all claims, damages, losses, liabilities reasonable and documented or invoiced expenses (including all reasonable fees and expenses disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or asserted obtaining advice of counsel in respect of, any rights with respect to, or awarded against collecting, any Indemnified Party, in each case arising out of or in connection with or as a result all of the execution Guaranteed Obligations and/or enforcing any rights with respect to, or delivery of collecting against, such Grantor under this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court the Borrower would be required to do so pursuant to Section 10.04 of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsCredit Agreement. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent and the amount of other Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including or resulting from any delay in paying, any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes, charges or similar levies which may be payable or determined to be payable with respect to any of the reasonable fees and expenses Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Without limitation of its counsel indemnification obligations under the other Loan Documents, each Grantor agrees to pay, and of any experts and agents, that to save the Collateral Agent may incur and the 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 10.05 of the 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 connection with (i) the administration this Section 7.04 shall survive termination of this Agreement, (ii) or any other Loan Document, the exercise or enforcement consummation of the transactions contemplated hereby, the repayment of any of the rights Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or, any other Loan Document or any investigation made by or on behalf of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) Party. All amounts due under this Section 3.04 7.04 shall be payable not later than within 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable expenses incurred hereunder as provided in Section 9.03 of the Credit Agreement. (without duplicationb) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify, defend and save and hold harmless indemnify the Collateral Agent, each Agent and the other Secured Party and each Indemnitees (as defined in Section 9.03 of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”the Credit Agreement) from and against, and (without duplication) shall payhold each Indemnitee harmless from, any and all losses, claims, damages, losses, liabilities and expenses (related expenses, including the reasonable fees fees, charges and expenses disbursements of counsel) that may be any counsel for any Indemnitee, incurred by or asserted or awarded against any Indemnified PartyIndemnitee arising out of, in each case arising out of or in connection with with, or as a result of of, the execution execution, delivery or delivery performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the performance by the Subsidiary Guarantors of their respective obligations hereunderCollateral, except whether or not any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful wilful misconduct of such Indemnified Party or its employees or agentsIndemnitee. (bc) Each Subsidiary Guarantor (without duplication) will pay to Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration other Security Documents. The provisions of this AgreementSection 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, (ii) the exercise or enforcement consummation of the transactions contemplated hereby, the repayment of any of the rights Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) Party. All amounts due under this Section 3.04 9.4 shall be payable not later than 30 days after the delivery of on written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnifypay or reimburse each Lender and the Administrative Agent (in the case of each Lender, defend after the occurrence and save and hold harmless during the Collateral Agent, each other Secured Party and each continuance of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”Event of Default) from and against, and (without duplication) shall pay, any and for all claims, damages, losses, liabilities 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 reasonable the allocated fees and expenses of in-house counsel (but not both outside and in-house counsel)) that may be incurred by or asserted or awarded against any Indemnified Party, in to each case arising out Secured Party and of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except counsel to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsAdministrative Agent. (b) Each Subsidiary Guarantor (without duplication) will pay agrees to pay, and to save the Collateral Agent the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or reimburse disbursements of any kind or nature whatsoever with respect to the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with execution, delivery, enforcement, performance and administration of this Agreement and shall indemnify and hold harmless to the Collateral Agent and each other Secured Party from any amounts that it is obligated extent the Borrower would be required to pay in do so pursuant to Section 10.5 of the way of such taxesCredit Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify The agreements in this Section shall survive repayment of the Obligations and hold harmless all other amounts payable under the Collateral Agent (in its agency capacity), Credit Agreement and each the other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this AgreementLoan Documents. (e) The indemnities and reimbursement provided by Each Guarantor agrees that the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification provisions of this Agreement, the resignation or removal Section 2.19 of the Collateral AgentCredit Agreement are hereby incorporated herein by reference, mutatis mutandis, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 each Secured Party shall be payable not later than 30 days after the delivery entitled to rely on each of written demand to the applicable Subsidiary Guarantor thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) jointly and severally agrees to indemnifypay or reimburse each Secured Party and the U.S. ABL Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against 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, defend including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the U.S. ABL Collateral Agent and the Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the U.S. ABL Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Parent Borrower would be required to do so pursuant to subsection 11.5 of the ABL Credit Agreement, damage, loss, liability and in any event excluding any taxes or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the other indemnified liabilities arising from gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the U.S. ABL Collateral Agent Agent, the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itParty. (c) Each Subsidiary Guarantor (without duplication) The agreements in this subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the ABL Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Pledgor agrees to indemnify, defend pay or reimburse each Secured Party and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officersforthwith upon any request therefor from time to time, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and for all claims, damages, losses, liabilities its costs and expenses incurred in collecting against such Pledgor or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Pledgor is a party, including, without limitation, the fees and disbursements of counsel (including reasonable the allocated fees and expenses of in-house counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in to each case arising out Secured Party and of or in connection with or as a result counsel (including the allocated fees and expenses of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except in-house counsel) to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsCollateral Agent. (b) Each Subsidiary Guarantor (without duplication) will pay Pledgor agrees, forthwith upon any request therefor from time to time, to pay, and to save the Secured Parties and the Collateral Agent the amount of harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including 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 reasonable fees and expenses of its counsel and of any experts and agents, that the Pledged Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse Pledgor agrees, forthwith upon any request therefor from time to time, to pay, and to save the Secured Parties and the Collateral Agent for (including all indemnitees pursuant to the Credit Agreement), harmless from, any transfer taxes and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or other taxes relating disbursements of any kind or nature whatsoever with respect to or incurred in connection with the execution, delivery, enforcement, performance and administration of this Agreement to the extent 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 14.2(c) shall indemnify and hold harmless apply to the Collateral Agent and each the Secured Parties to the same extent that they apply to the Collateral Agent and the Secured Parties under the other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents). (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the provision of any subsequent or additional indemnity or any agreement to reimburse by any PersonLoan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) of the Grantors agrees to pay or reimburse each Secured Party, the Term Loan/Euro RCF Collateral Agent and the ABL Administrative Agent for all of their respective costs and expenses incurred in the preparation and administration of, or the enforcing or preserving any rights under, this Agreement, including, without limitation, the reasonable fees and disbursements of counsel to each Secured Party (including, without limitation, counsel to each of the Term Loan/Euro RCF Collateral Agent and the ABL Administrative Agent). Without limiting the indemnity obligations of each of the Grantors under the Term Loan/Euro RCF Security Agreements, the ABL Security Agreements or any of the other Secured Debt Documents, each of the Grantors agrees to pay, indemnify, defend and save and hold harmless the Term Loan/Euro RCF Collateral Agent, the ABL Administrative Agent and each other Secured Party and each of their respective Affiliates (and their respective directors, officers, directors, agents and employees, agents, advisors and trustees (each, an “Indemnified Party”) harmless from and against, and (without duplication) shall pay, against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, costs, expenses (including including, without limitation, the reasonable fees and expenses of counsel, advisors and agents) that may be incurred by or asserted disbursements of any kind or awarded against any Indemnified Partynature whatsoever with respect to the execution, in each case arising out of or in connection with or as a result of the execution or delivery delivery, enforcement, performance and administration of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunderAgreement, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, unless arising from the gross negligence or willful misconduct of the indemnified party, including for taxes in any jurisdiction in which the Term Loan/Euro RCF Collateral Agent or the ABL Administrative Agent is subject to tax by reason of actions hereunder, unless such Indemnified Party taxes are imposed on or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay measured by compensation paid to the Term Loan/Euro RCF Collateral Agent or the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral ABL Administrative Agent or any other Secured Party hereunder under the Term Loan/Euro RCF Security Agreements or (iii) the failure by such Subsidiary Guarantor to perform or observe any ABL Security Agreements, respectively. The agreements in this Section 4.4 shall survive repayment of the provisions hereof required to be performed or observed by itObligations and all other amounts payable under the Secured Debt Agreements. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnifypay, defend and save and hold harmless the Collateral Agent, or reimburse each other Secured Party for, all its reasonable costs and each 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 the reasonable fees and disbursements of their respective Affiliates counsel to the Administrative Agent and their respective officers, directors, employees, agents, advisors and trustees counsel to the Lenders. (each, an “Indemnified Party”b) from and againstEach Guarantor agrees to pay, and (without duplication) shall payto save the Secured Parties harmless from, any and all claimsliabilities with respect to, damagesor resulting from any delay in paying, lossesany and all stamp, liabilities and expenses (including reasonable fees and expenses of counsel) that excise, sales or other taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Collateral or in connection with or as a result any of the execution transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments, suits, costs, expenses or delivery disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement on the terms set forth in Section 11.5 of the Credit Agreement; provided, that each such Guarantor shall have no obligations hereunder to any Secured Party with respect to such liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except suits to the extent such claim, damage, loss, liability or expense is they are found in by a final, final and nonappealable judgment by decision of a court of competent jurisdiction to have resulted from, or to be attributable to, primarily from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Secured Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesRelated Persons. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) The Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, pay or reimburse each other Secured Party and the Agent for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and the other Loan Documents to which the Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to each Secured Party and of their respective Affiliates counsel to the Agent. (b) The Grantor agrees to pay, and to save the Agent and the 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) The Grantor agrees to pay, indemnify, and hold each Secured Party and the Agent and their respective officers, directors, employees, agentsaffiliates, advisors agents and trustees controlling persons (each, an “Indemnified PartyIndemnitee”) harmless from and against, and (without duplication) shall pay, against any and all claimsother liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the Foreign Secured Obligations and expenses (including the reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or legal counsel in connection with claims, actions or as a result of proceedings by such Indemnitee (all the execution or delivery of this Agreement or foregoing, collectively, the performance by “Indemnified Liabilities”), provided, that the Subsidiary Guarantors of their respective obligations hereunder, except Grantor shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such claim, damage, loss, liability or expense is Indemnified Liabilities are found in by a final, final and nonappealable judgment by decision of a court of competent jurisdiction to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesIndemnitee. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 7.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Foreign Secured Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnifypay or reimburse each Secured Party and the Collateral Agent for all its costs and expenses incurred in collecting against such Subsidiary Guarantor under the guarantee contained in Section 2 or otherwise enforcing, defend protecting, or preserving any rights under this Agreement and save the other Loan Documents to which such Subsidiary Guarantor is a party, including, without limitation, the fees, disbursements and hold harmless other charges of counsel to each Secured Party and of counsel to the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor agrees (without duplicationsubject to Section 2.15 of the Credit Agreement) will pay to pay, indemnify and to save the Collateral Agent and the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expenses, including the reasonable recording and filing fees and expenses 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 its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the executing and delivery of, or consummation or administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent transactions contemplated by, or any other Secured Party hereunder amendment, supplement or (iii) the failure by such Subsidiary Guarantor to perform modification of, or observe any of the provisions hereof required to be performed waiver or observed by itconsent under or in respect of, this Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating agrees to or incurred in connection with this Agreement and shall pay, indemnify and hold harmless to save the Collateral Agent and the Secured Parties and each other Secured Related Party of the foregoing Persons (each, an “Indemnitee”) harmless from and against, any amounts that it is obligated and all liabilities, obligations, losses, damages, penalties, actions, claims, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of, in connection with, as a result of or with respect to pay in the way execution, delivery, enforcement, performance or administration of such taxesthis Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, to the extent the Borrower would be required to do so pursuant to Section 9.5 of the Credit Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment in full of the Collateral Agent, Secured Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Granting Party jointly and severally agrees to indemnifypay or reimburse each Secured Party and the Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against such Granting Party under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Granting Party and the other Loan Documents to which such Granting Party is a party, defend including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Agent and the Administrative Agent and any fees, expenses and disbursements required to be paid by the Collateral Agent pursuant to any Vehicles Collateral Agency Agreement. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement, damageand in any event excluding any taxes or other indemnified liabilities arising from gross negligence, lossbad faith or willful misconduct of the Collateral Agent, liability the Administrative Agent or expense is found in a final, nonappealable judgment any other Secured Party as determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any in a final and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itnonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Granting Party jointly and severally agrees to indemnifypay or reimburse each Secured Party and the Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against such Granting Party under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Granting Party and the other Loan Documents to which such Granting Party is a party, defend including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Agent and the Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement, damageand in any event excluding any taxes or other indemnified liabilities arising from gross negligence, lossbad faith or willful misconduct of the Collateral Agent, liability the Administrative Agent or expense is found in a final, nonappealable judgment any other Secured Party as determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any in a final and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itnonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor The Grantors shall pay (without duplicationi) agrees to indemnifyall reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, defend charges and save disbursements of counsel for the Administrative Agent), and hold harmless shall pay all fees and time charges and disbursements for attorneys who may be employees of the Collateral Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Security Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated by the Credit Agreement shall be consummated), and (ii) all out of pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Security Documents, including its rights under this Section. (b) The Grantors shall indemnify each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and Indemnitee against, and (without duplication) shall payhold each Indemnitee harmless from, any and all losses, claims, damages, losses, liabilities and related expenses (including reasonable the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses of counsel) that time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted or awarded against any Indemnified PartyIndemnitee by such Grantor arising out of, in each case arising out of or in connection with with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Security Document or any agreement or instrument contemplated hereby or thereby, the performance by the Subsidiary Guarantors parties hereto of their respective obligations hereunderhereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, except or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Grantor or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party Indemnitee or its employees or agents. (by) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent result from a claim brought by such Grantor or any other Secured Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or (iii) the failure under any other Loan Document, if such Grantor or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by such Subsidiary Guarantor to perform or observe any a court of the provisions hereof required to be performed or observed by itcompetent jurisdiction. (c) Each Subsidiary Guarantor To the fullest extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim such Grantor may at any time have against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (without duplicationas opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or the transactions contemplated hereby or thereby. No Indemnitee referred to in paragraph (b) above shall pay or reimburse the Collateral Agent be liable for any transfer taxes damages arising from the use by unintended recipients of any information or other taxes relating to materials distributed by it through telecommunications, electronic or incurred other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (d) The Grantors agree to pay, and shall indemnify and hold harmless to save the Collateral Administrative Agent and each other Secured Party harmless from, any and all liabilities with respect to, or resulting from any amounts that it is obligated delay in paying, any and all stamp, excise, sales or other taxes (including any withholding taxes) which may be payable or determined to pay be payable with respect to any of the Collateral or in connection with any of the way transactions contemplated by this Agreement (including any such stamp, excise, sales or other taxes (including any withholding taxes) assessed by any Governmental Authority of such taxesThe Republic of Singapore). (de) Each Subsidiary Guarantor (without duplication) agrees To the extent not included in the foregoing and for the avoidance of doubt, the Guarantors agree to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall pay or reimburse the Collateral Administrative Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax all its costs and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction expenses incurred in connection with this Agreement. (e) The indemnities and reimbursement provided by collecting against such Guarantor under the Subsidiary Guarantors pursuant to guaranty contained in Section 2 of this Agreement shall survive the expiration, cancellation, termination or modification of otherwise enforcing or preserving any rights under this Agreement, the resignation or removal of the Collateral Agent, Agreement and the provision other Loan Documents to which such Guarantor is a party, including the fees and disbursements of any subsequent or additional indemnity or any agreement counsel (including the allocated fees and expenses of in-house counsel) to reimburse by any Personthe Administrative Agent and of counsel to each other Secured Party. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days promptly after the delivery of written demand to the applicable Subsidiary Guarantor therefor. (g) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and any other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary FNIS Guarantor (without duplication) agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such FNIS Guarantor under the guarantee contained herein or otherwise enforcing or preserving any rights under this Guaranty and the other Loan Documents to which such FNIS 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 (to the same extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement). (b) Each FNIS Guarantor agrees to pay, indemnity and hold each Lender and the Administrative Agent 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 in connection with any of the transactions contemplated by this Guaranty (to the same extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement). (c) Each FNIS Guarantor agrees to pay, indemnify, defend and save and hold harmless each Lender and the Collateral Agent, each other Secured Party and each of their respective Affiliates Administrative Agent and their respective officers, directors, employees, agentsaffiliates, advisors trustees, agents and trustees (each, an “Indemnified Party”) controlling persons harmless from and against, and (without duplication) shall pay, against any and all claimsother liabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, costs, expenses (including reasonable fees and expenses or disbursements of counsel) that may be incurred by any kind or asserted or awarded against any Indemnified Party, in each case arising out of or in connection nature whatsoever with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except respect to the extent such claimexecution, damagedelivery, lossenforcement, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any performance and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, Guaranty (ii) to the exercise or enforcement of any same extent the Borrower would be required to do so pursuant to Section 10.5 of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesCredit Agreement). (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 14 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) jointly and severally agrees to indemnifypay or reimburse each Secured Party, defend the Administrative Agent and the Collateral Agent for all their respective 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 against such Guarantor and the other Loan Documents to which such Guarantor is a party, including the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Agent and the Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Parent Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement, damageand in any event excluding any taxes or other indemnified liabilities arising from gross negligence, lossbad faith or willful misconduct of the Collateral Agent, liability the Administrative Agent or expense is found in a final, nonappealable judgment any other Secured Party as determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any in a final and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itnonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor will (i) pay all out-of-pocket expenses (including, without duplicationlimitation, all costs of electronic or internet distribution of any information hereunder) agrees of the Administrative Agent in connection with (A) the preparation, execution and delivery of this Guaranty and each other Loan Document, whenever the same shall be executed and delivered, including, without limitation, all out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (B) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to indemnifythis Guaranty or any other Loan Document, defend including, without limitation, reasonable fees, disbursements and save other charges of counsel for the Administrative Agent, (ii) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under this Guaranty, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of the Administrative Agent on behalf of the Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Guarantor by reason of an Event of Default (including by reason of an Event of Default, in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of this Guaranty or the Parental Entity Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include the reasonable fees and disbursements of such Persons, (iii) any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Administrative Agent or any Lender as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payment or of collateral due under the Loan Documents and (iv) defend, indemnify and hold harmless the Collateral AgentAdministrative Agent and the Lenders, each other Secured Party and each of their respective Affiliates and their respective officersparents, directorsSubsidiaries, Affiliates, partners, employees, agents, officers, advisors and trustees (eachdirectors, an “Indemnified Party”) from and againstagainst any losses, and (without duplication) shall paypenalties, any and all claimsfines, liabilities, settlements, damages, lossescosts and expenses, liabilities suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and expenses (including reasonable fees the prosecution and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partydefense thereof, in each case arising out of or in connection any way connected with the Loans, this Guaranty, any other Loan Document, or as a result of any documents, reports or other information provided to the execution Administrative Agent or delivery of this Agreement any Lender or contemplated by or referred to herein or therein or the performance by the Subsidiary Guarantors of their respective obligations hereundertransactions contemplated hereby or thereby, including, without limitation, reasonable attorney’s and consultant’s fees, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment that any of the foregoing (A) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from, or to be attributable to, directly from the gross negligence or willful misconduct of the party seeking indemnification therefor or (B) result from a claim brought by any Credit Party against an indemnitee for breach in bad faith of the obligations under this Guaranty or the other Loan Documents of the party seeking indemnification if such Indemnified Credit Party or has obtained a final and nonappealable judgment in its employees or agentsfavor on such claim as determined by a court of competent jurisdiction. (b) Each Subsidiary Guarantor (without duplication) will pay to The agreements in this Section 4.3 shall survive termination of the Collateral Agent Commitments and repayment of the amount of any Obligations and all reasonable out-of-pocket expenses, including other amounts payable under the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. Without limitation to the Collateral Agent’s or any other Secured Party’s rights to payment, compensation, reimbursement or indemnification under any other Security Document: (a) Each Subsidiary Guarantor (without duplication) each Grantor jointly and severally agrees to indemnify, defend and save and hold harmless pay or reimburse the Collateral Agent, each Agent and the other Secured Party Parties for all their costs and expenses incurred in collecting against any Grantor under this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Security Documents, including, without limitation, the fees and disbursements of the Secured Parties’ counsel in accordance with the terms of the Indenture; (b) each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and againstGrantor agrees to pay, and (without duplication) shall payto save the Collateral Agent and the other Secured Parties harmless from, any and all claimsliabilities with respect to, damagesor resulting from any delay in paying, lossesany and all stamp, liabilities and expenses (including reasonable fees and expenses of counsel) that excise, sales or other taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Collateral or in connection with or as a result any of the execution transactions contemplated by this Agreement and the other Security Documents; (c) each Grantor agrees to pay, and to save the Collateral Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or delivery disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or and the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent other Security Documents other than such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, as arise from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents.Person; and (bd) Each Subsidiary Guarantor (without duplication) will pay to the fullest extent permitted by applicable Law, no Grantor shall assert, and each Grantor hereby waives, any claim against the Collateral Agent and the amount other Secured Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any and all reasonable out-of-pocket expensesother Security Document or any agreement or instrument contemplated hereby, including or the reasonable fees and expenses of its counsel and of any experts and agents, that transactions contemplated hereby or thereby. Neither the Collateral Agent may incur nor any other Secured Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by the Collateral Agent or other Secured Party through telecommunications, electronic or other information transmission systems in connection with (i) this Agreement or the administration of this Agreement, (ii) other Security Documents or the exercise transactions contemplated hereby or enforcement of any of thereby other than for direct or actual damages resulting from the rights gross negligence or willful misconduct of the Collateral Agent or any other Secured Party hereunder or (iii) the failure as determined by such Subsidiary Guarantor to perform or observe any a final and non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 7.6 shall survive repayment of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse Secured Obligations and all other amounts payable under the Collateral Agent for any transfer taxes or Indenture and the other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this AgreementSecurity Documents, the resignation or removal replacement of the Collateral Agent, the release of the Collateral from the Liens created hereby and the provision termination of any subsequent or additional indemnity or any agreement to reimburse by any Personthis Agreement. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Guarantor will (i) pay all out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Administrative Agent in connection with (A) the preparation, execution and delivery of this Guaranty and each other Loan Document, whenever the same shall be executed and delivered, including, without limitation, all out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (B) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Guaranty or any other Loan Document, including, without limitation, reasonable fees, disbursements and other charges of counsel for the Administrative Agent, (ii) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under this Guaranty, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of the Administrative Agent on behalf of the Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Guarantor by reason of an Event of Default (including by reason of an Event of Default, in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of this Guaranty or the Subsidiary Guarantor Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include the reasonable fees and disbursements of such Persons, (without duplicationiii) agrees to indemnifyany civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control against, defend and save all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Administrative Agent or any Lender as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payment or of collateral due under the Loan Documents and (iv) defend, indemnify and hold harmless the Collateral AgentAdministrative Agent and the Lenders, each other Secured Party and each of their respective Affiliates and their respective officersparents, directorsSubsidiaries, Affiliates, partners, employees, agents, officers, advisors and trustees (eachdirectors, an “Indemnified Party”) from and againstagainst any losses, and (without duplication) shall paypenalties, any and all claimsfines, liabilities, settlements, damages, lossescosts and expenses, liabilities suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and expenses (including reasonable fees the prosecution and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partydefense thereof, in each case arising out of or in connection any way connected with the Loans, this Guaranty, any other Loan Document, or as a result of any documents, reports or other information provided to the execution Administrative Agent or delivery of this Agreement any Lender or contemplated by or referred to herein or therein or the performance by the Subsidiary Guarantors of their respective obligations hereundertransactions contemplated hereby or thereby, including, without limitation, reasonable attorney’s and consultant’s fees, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment that any of the foregoing (A) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from, or to be attributable to, directly from the gross negligence or willful misconduct of the party seeking indemnification therefor or (B) result from a claim brought by any Credit Party against an indemnitee for breach in bad faith of the obligations under this Guaranty or the other Loan Documents of the party seeking indemnification if such Indemnified Credit Party or has obtained a final and nonappealable judgment in its employees or agentsfavor on such claim as determined by a court of competent jurisdiction. (b) Each Subsidiary Guarantor (without duplication) will pay to The agreements in this Section 4.3 shall survive termination of the Collateral Agent Commitments and repayment of the amount of any Obligations and all reasonable out-of-pocket expenses, including other amounts payable under the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (ai) Each Subsidiary Guarantor Grantor agrees to pay or reimburse each Secured Party, including the Applicable Authorized Second Lien Representative, for all its reasonable costs and expenses incurred in collecting against such Grantor under the guarantee contained in or related to the relevant Second Lien Document or otherwise enforcing or preserving any rights under this Agreement and the other Second Lien Documents to which such Grantor is a party, including, without limitation, the reasonable and documented fees and disbursements of counsel to each Secured Party, including the Applicable Authorized Second Lien Representative, in each case subject to and in accordance with the relevant Second Lien Document. (without duplicationii) Each Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party Agent and each of their respective its Affiliates and their respective officers, directors, employees, agents, agents and advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall paypay promptly after demand therefor, any and all claims, damages (excluding any special, punitive, indirect or consequential damages), losses, liabilities and out-of-pocket expenses (including including, without limitation, expenses and reasonable fees and expenses of external counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery resulting from this Agreement (including, without limitation, enforcement of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunderAgreement), except to the extent such claim, damage, loss, liability or expense is found in has resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined pursuant to a final, nonappealable judgment by final non-appealable order of a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsjurisdiction. (biii) Each Subsidiary Guarantor (without duplication) will Grantor will, promptly after demand therefor, pay to the Collateral Agent the amount of any and all reasonable and documented out-of-pocket expenses, including including, without limitation, the reasonable and documented out-of-pocket fees and expenses of its for counsel and of any experts and agents, that the Collateral Agent they may incur in connection with (i) the negotiation and administration of this AgreementAgreement (including, without limitation, reasonable and documented out-of-pocket fees and expenses for counsel), or (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, or (iii) the exercise or enforcement of any of the rights of the Collateral Agent Agent, the Second Lien Agents or any the other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itParties hereunder. (civ) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating Grantor agrees to or incurred in connection with this Agreement pay, and shall indemnify and hold harmless to save the Collateral Agent and each the other Secured Party Parties harmless from, any and all liabilities with respect to, or resulting from any amounts that it is obligated to pay delay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify paying, any and hold harmless the Collateral Agent (in its agency capacity)all stamp, and each other Secured Party fromexcise, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp sales or other similar tax and any penalties or interest with respect thereto, taxes which may be assessed, levied payable or collected by determined to be payable with respect to any jurisdiction of the Collateral or in connection with any of the transactions contemplated by this Agreement. (ev) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to agreements in this Agreement clause (f) shall survive the expiration, cancellation, termination or modification Discharge of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any PersonSecured Obligations. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) jointly and severally agrees to indemnifypay or reimburse each Secured Party and the Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against 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, defend including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Agent and the Administrative Agent, in each case to the extent the Parent Borrower would be required to do so pursuant to subsection 11.5 of the Credit Agreement. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimBorrower would be required to do so pursuant to subsection 11.5 of the Credit Agreement, damageand in any event excluding any taxes or other indemnified liabilities arising from bad faith, lossgross negligence or willful misconduct of the Collateral Agent, liability the Administrative Agent or expense is found in a final, nonappealable judgment any other Secured Party as determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any in a final and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itnonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor Grantor will (i) pay all out-of-pocket expenses (including, without duplicationlimitation, all costs of electronic or internet distribution of any information hereunder) agrees of the Administrative Agent in connection with (A) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including, without limitation, all out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (B) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to indemnifythis Agreement or any other Loan Document, defend including, without limitation, reasonable fees, disbursements and save other charges of counsel for the Administrative Agent, (ii) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under this Agreement, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of the Administrative Agent on behalf of the Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, any Grantor by reason of an Event of Default (including by reason of an Event of Default, in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of this Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons, (iii) any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Administrative Agent or any Lender as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payment or of collateral due under the Loan Documents and (iv) defend, indemnify and hold harmless the Collateral AgentAdministrative Agent and the Lenders, each other Secured Party and each of their respective Affiliates and their respective officersparents, directorsSubsidiaries, Affiliates, partners, employees, agents, officers, advisors and trustees (eachdirectors, an “Indemnified Party”) from and againstagainst any losses, and (without duplication) shall paypenalties, any and all claimsfines, liabilities, settlements, damages, lossescosts and expenses, liabilities suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and expenses (including reasonable fees the prosecution and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partydefense thereof, in each case arising out of or in connection any way connected with the Extensions of Credit, this Agreement, any other Loan Document, or as a result of any documents, reports or other information provided to the execution Administrative Agent or delivery of this Agreement any Lender or contemplated by or referred to herein or therein or the performance by the Subsidiary Guarantors of their respective obligations hereundertransactions contemplated hereby or thereby, including, without limitation, reasonable attorney’s and consultant’s fees, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment that any of the foregoing (A) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from, or to be attributable to, directly from the gross negligence or willful misconduct of the party seeking indemnification therefor or (B) result from a claim brought by any Credit Party against an indemnitee for breach in bad faith of the obligations under this Agreement or the other Loan Documents of the party seeking indemnification if such Indemnified Credit Party or has obtained a final and nonappealable judgment in its employees or agentsfavor on such claim as determined by a court of competent jurisdiction. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Administrative Agent and the amount of Lenders harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including or resulting from any delay in paying, any and all Other Taxes, subject to the reasonable fees and expenses terms of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Credit Agreement, (ii) the exercise including, without limitation, Sections 4.11 and 4.12 thereof, which may be payable or enforcement of determined to be payable with respect to any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itCollateral. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Section 7.4 shall pay or reimburse survive termination of the Collateral Agent for any transfer taxes or Commitments and repayment of the Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, pay any and all claims, damages, losses, liabilities reasonable and documented out-of-pocket costs and expenses (including all reasonable fees and expenses documented fees, disbursements and other charges of one firm of counsel, and, if necessary, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction, in each case to the Administrative Agent and Collateral Agent (and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict informs the Company of such conflict and thereafter, after receipt of the consent of the Company (which consent shall not be unreasonably withheld or delayed), retains its own counsel, of another firm of counsel for such affected Person)) that may be paid or incurred by any Secured Party in enforcing, or asserted obtaining advice of counsel in respect of, any rights with respect to, or awarded against collecting, any Indemnified Party, in each case arising out of or in connection with or as a result all of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted fromObligations and/or enforcing any rights with respect to, or to be attributable tocollecting against, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsGrantor under this Security Agreement. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent and the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of transactions contemplated by this Security Agreement, other than Excluded Taxes and any interest, penalties or expenses caused by the Collateral Agent Agent’s or any other a Secured Party hereunder Party’s gross negligence or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itwillful misconduct. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating Grantor agrees to or incurred in connection with this Agreement pay, and shall indemnify and hold harmless to save the Collateral Agent and each other the Secured Party from Parties harmless from, any amounts that it is obligated and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to pay in the way execution, delivery, enforcement, performance and administration of such taxesthis Security Agreement to the extent the Company would be required to do so pursuant to Section 13.5 of the Credit Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 8.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Financing Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Debtor agrees to indemnifypay, defend or reimburse the Administrative Agent and save each holder of the Secured Obligations for, all costs and expenses incurred in connection with the enforcement, attempted enforcement, exercise, or preservation of any rights or remedies under this Agreement or the other Loan Documents to which such Debtor is a party (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all attorney fees. (b) Each Debtor agrees to pay, and to indemnify and hold harmless the Collateral Agent, each other Secured Party Administrative Agent and each holder of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall paythe Secured Obligations harmless from, any and all claimsliabilities 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 Debtor agrees to pay, and to indemnify and hold the Administrative Agent, each holder of the Secured Obligations, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) harmless from, any and all liabilities, obligations, losses, damages, lossespenalties, liabilities claims, demands, actions, judgments, suits, costs, expenses and expenses disbursements (including reasonable fees the fees, charges and expenses disbursements of counselany counsel for any Indemnitee) that of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnified Party, such Indemnitee in each case any way relating to or arising out of or in connection with the execution, delivery, enforcement, performance or as administration of any Guaranty, this Agreement, or any Loan Document to which such Debtor is a result party, in all cases, whether or not caused by or arising, in whole or in part, out of the execution or delivery negligence of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunderIndemnitee; provided that such indemnity shall not, except as to any Indemnitee, be available to the extent that such claimliabilities, damageobligations, losslosses, liability damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or expense is found in a final, nonappealable judgment disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesIndemnitee. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 ‎Section 7.04 shall be payable not later than 30 days after upon demand therefor. The agreements in this Section shall survive repayment of the delivery of written demand to Obligations and all other amounts payable under the applicable Subsidiary Guarantor thereforCredit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnifypay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, defend including the reasonable fees, disbursements and save and hold harmless other charges of legal counsel for the Collateral Administrative Agent, each 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 Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and againstLoan Documents to which such Guarantor is a party, and (without duplicationii) shall payall reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the fees, charges and disbursements of legal counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 4.4(a), including all such reasonable and documented out-of-pocket expenses incurred during any and all claimsworkout, damagesrestructuring or negotiations in respect of the Loans; provided, losses, liabilities and expenses (including reasonable that the Guarantors’ obligations under this Section 4.4(a) for fees and expenses of counsellegal counsel shall be limited to fees and expenses of (x) that may be incurred by one primary outside legal counsel for all Persons described in clauses (i) and (ii) above, taken as a whole, (y) in the case of any actual or asserted or awarded against any Indemnified Partyperceived conflict of interest, one outside legal counsel for each group of affected Persons similarly situated, taken as a whole, in each case arising out of appropriate jurisdiction and (z) if necessary, one regulatory counsel and one local or foreign legal counsel in connection with or as each appropriate jurisdiction (which may include a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found single special counsel acting in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsmultiple jurisdictions). (b) Each Subsidiary Guarantor (without duplication) will pay agrees to pay, and to save the Collateral Administrative Agent and the amount of 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 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 and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and documented out-of-pocket expensescosts, including the reasonable fees and expenses of its counsel and or disbursements of any experts and agents, that the Collateral Agent may incur in connection kind or nature whatsoever with respect to (ix) the execution, delivery, enforcement, performance and administration of this Agreement, (iiy) the exercise any actual or enforcement alleged presence or Release of Hazardous Materials on or from any property owned or operated by any Guarantor (including any predecessor entities), or any Environmental Liability relating to any Guarantor (including any predecessor entities), or (z) any actual or prospective claim, litigation, investigation or proceeding relating to any of the rights of the Collateral Agent foregoing, whether based on contract, tort or any other theory and regardless of whether the Administrative Agent or the Secured Party hereunder Parties are a party thereto and whether or (iii) the failure not such claim, litigation, investigation or proceeding is brought by such Subsidiary any Guarantor to perform or observe any of their respective Affiliates, their respective creditors or any other Person, in each case to the provisions hereof extent the Borrower would be required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse do so pursuant to Section 9.3 of the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesCredit Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 4.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) jointly and severally agrees to indemnifypay or reimburse each Secured Party and the Collateral Agent for all their respective 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 against such Guarantor and the other Loan Documents to which such Guarantor is a party, defend including the reasonable fees and disbursements of counsel to the Collateral Agent and the Administrative Agent, in each case, to the extent the Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement, damageand in any event excluding any taxes or other indemnified liabilities arising from gross negligence, lossbad faith or willful misconduct of the Collateral Agent, liability the Administrative Agent or expense is found in a final, nonappealable judgment any other Secured Party as determined by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any in a final and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itnonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnifypay, defend and save and hold harmless the Collateral Agent, or reimburse each other Secured Party and each of their respective Affiliates and their respective officersthe Collateral Trustee for, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities 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 Priority Lien Debt Documents, Specified Hedge Agreements or Specified Cash Management Agreements to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including reasonable the allocated fees and expenses of in-house counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in to each case arising out Secured Party and of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except counsel to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsCollateral Trustee. (b) Each Subsidiary Guarantor (without duplication) will pay Guarantor, jointly and severally, agrees to pay, and to save the Collateral Agent Trustee and the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse Guarantor, jointly and severally, agrees to pay, and to save the Collateral Agent for Trustee and the Secured Parties harmless from, any transfer taxes and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or other taxes relating disbursements of any kind or nature whatsoever with respect to or incurred in connection with the execution, delivery, enforcement, performance and administration of this Agreement and shall indemnify and hold harmless to the Collateral Agent and each other Secured Party from any amounts that it is obligated extent the Borrower would be required to pay in do so pursuant to Section 11.5 of the way of such taxesCredit Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 8.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Priority Lien Debt Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Debtor agrees to indemnifypay, defend or reimburse the Administrative Agent and save each holder of the Secured Obligations for, all out-of-pocket expenses incurred by the Administrative Agent or such holder of the Secured Obligations to the extent expressly set forth in the Credit Agreement and as such expense reimbursement provisions shall apply mutatis mutandis to this Agreement. (b) Each Debtor agrees to pay, and to indemnify and hold harmless the Collateral AgentAdministrative Agent (and any sub-agent thereof), each other holder of the Secured Party Obligations, and each Related Party of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees any of the foregoing Persons (each, an collectively the “Indemnified PartyIndemnitees”) from and against, and (without duplication) shall payharmless from, any and all losses, claims, damages, losses, liabilities and related expenses (including reasonable fees the fees, charges and expenses disbursements of counselany counsel for any Indemnitee) that may be incurred by any Indemnitee or asserted or awarded against any Indemnified Party, in each case Indemnitee by any third party or by any Borrower or any other Loan Party arising out of or in connection with the execution, delivery, performance or as a result (in the case of the execution or delivery Administrative Agent, its sub-agents and its Related Parties) administration of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found expressly set forth in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Credit Agreement and as such indemnification obligations shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated apply mutatis mutandis to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (fc) All amounts due under this Section 3.04 7.5 shall be payable not later than 30 days 10 Business Days after demand. The agreements in this Section shall survive repayment of the delivery of written demand to Obligations and all other amounts payable under the applicable Subsidiary Guarantor thereforCredit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary The Guarantor (without duplication) agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors Guarantor of their respective its obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary The Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary the Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary The Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary The Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors Guarantor pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnify, defend pay or reimburse each Lender and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and Administrative Agent for all claims, damages, losses, liabilities its reasonable costs and expenses (including actually incurred in connection with the administration or enforcement of any rights and remedies of the Administrative Agent and the Lenders under this Guaranty and the other Loan Documents to which such Guarantor is a party, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding enforcing any Guaranteed Obligations of, or collecting any payments due from, such Guarantor by reason of an Event of Default, consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender under this Guaranty or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct disbursements of such Indemnified Party or its employees or agentsPersons. All such costs and expenses shall be additional Guaranteed Obligations. (b) Each Subsidiary Guarantor (without duplication) will pay agrees to defend, indemnify and hold harmless the Collateral Administrative Agent and the amount of Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of suffered by any experts and agents, that the Collateral Agent may incur such Person in connection with any claim (i) including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or any other Secured Party hereunder Lender is a party thereto) and the prosecution and defense thereof, arising out of or (iii) in any way connected with this Guaranty to the failure by such Subsidiary Guarantor extent the Borrower would be required to perform or observe any do so pursuant to Section 13.3 of the provisions hereof required to be performed or observed by itCredit Agreement. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Section 4.3 shall pay or reimburse survive termination of the Collateral Agent for any transfer taxes or Commitments and repayment of the Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Granting Party jointly and severally agrees to indemnify, defend and save and hold harmless the Collateral Agent, pay or reimburse each other Secured Party and each of the Collateral Agent for all their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities reasonable costs and expenses (including incurred in collecting against such Granting Party under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Granting Party and the other Loan Documents to which such Granting Party is a party, including, without limitation, the reasonable fees and expenses disbursements of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except counsel to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable toSecured Parties, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsCollateral Agent and the Administrative Agent. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor jointly and severally agrees to pay, and to save the Collateral Agent, the Administrative Agent and the amount of other Secured Parties harmless from, (x) any and all reasonable out-of-pocket expensesliabilities with respect to, including 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 reasonable fees and expenses of its counsel and of any experts and agents, that the Security Collateral Agent may incur or in connection with any of the transactions contemplated by this Agreement and (iy) 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 Subsection 11.5 of the Credit Agreement, (ii) the exercise and in any event excluding any taxes or enforcement of any of the rights other indemnified liabilities arising from gross negligence, bad faith or willful misconduct of the Collateral Agent or any other Secured Party hereunder or (iii) the failure as determined by such Subsidiary Guarantor to perform or observe any a court of the provisions hereof required to be performed or observed by itcompetent jurisdiction in a final and nonappealable decision. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless pay or reimburse the Collateral AgentAgent for all of its reasonable, each out-of-pocket costs and expenses (including the reasonable fees and disbursements of counsel to the Collateral Agent and any accounting, financial or other Secured Party professional advisors) incurred (i) in enforcing or preserving any rights under this Agreement and each the other Indenture Documents to which such Grantor is a party, or in connection with any amendment, modification or waiver, under or in connection with this Agreement or the other Indenture Documents or (ii) in connection with any “Refinancing” under Section 7.02 of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees the Intercreditor Agreement. (each, an “Indemnified Party”b) from and againstEach Grantor agrees to pay, and (without duplication) shall payto save the Collateral Agent and the Secured Parties harmless from, any and all claimsliabilities with respect to, damagesor resulting from any delay in paying, lossesany and all stamp, liabilities and expenses (including reasonable fees and expenses of counsel) that excise, sales or other taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Collateral or in connection with or as a result any of the execution transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or delivery disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, to the same extent each Grantor would be required to do so pursuant to the Intercreditor Agreement other than liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except disbursements to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, resulting from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other such Secured Party from any amounts that it is obligated to pay in the way of such taxesParties. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 7.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Notes and all other amounts payable under the Indenture and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Indenture Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnifypay 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, defend 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 hold 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 Collateral execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.03 of the Credit Agreement. (c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no liability, right, remedy or claim shall arise, be asserted or be enforceable (i) at any time as against any AT&T Party or (ii) prior to the Effective Date, as against any AT&T Broadband Party, in each case by or on behalf of Administrative Agent, each any Lender, Borrower or any Guarantor, in respect of the Obligations, this Agreement or any other Secured Party Loan Document, all such liabilities, rights, remedies and each claims, if any, being expressly waived. As used herein, (x) "AT&T Party" shall mean AT&T Corp., a New York corporation, or any of their respective Affiliates and their its Subsidiaries or any of the respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by representatives or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement agents of any of the rights of the Collateral Agent or foregoing, other than any other Secured AT&T Broadband Party hereunder or and (iiiy) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it"AT&T Broadband Party" shall mean Broadband and its Subsidiaries. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless pay or reimburse the Collateral AgentTrustee, and each other Secured Party for all its reasonable and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities documented out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with the enforcement or preservation of any rights under this Agreement, the Collateral Trust Agreement, the other Credit Documents to which such Grantor is a party and any such other documents to which such Grantor is a party (with respect to attorney costs, limited to the reasonable and documented fees, disbursements and other charges of one primary outside counsel for all such Persons, taken as a result whole, and, if necessary, of the execution a single firm of local outside counsel in each material jurisdiction for all Persons, taken as a whole (unless there is an actual or delivery perceived conflict of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent interest in which case each such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of Person with such Indemnified Party or conflict may retain its employees or agentsown outside counsel)). (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent Trustee and the amount of other Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse Grantor agrees to pay, indemnify and to save the Collateral Agent for Trustee and the other Secured Parties harmless from, any transfer taxes and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or other taxes relating disbursements of any kind or nature whatsoever with respect to or incurred in connection with the execution, delivery, enforcement, performance and administration of this Agreement and shall indemnify and hold harmless to the extent the Borrower would be required to do so pursuant to Sections 11.11(a) or 12.5 of the Term Loan Agreement. The Collateral Trustee acknowledges its appointment as a subagent to act with respect to the Collateral Agent and each other Secured Party from any amounts that it is obligated the Security Documents pursuant to pay in Section 11.11(a) of the way of such taxesTerm Loan Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 7.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Credit Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend pay or reimburse the Administrative Agent and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officersfor all advances, directorscharges, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities costs and expenses (including reasonable fees including, without limitation, all costs and expenses of counselholding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all attorneys’ fees, legal expenses and court costs) incurred by the Administrative Agent or any other Secured Party in connection with the exercise of its respective rights and remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred by or asserted or awarded against in any Indemnified Party, in each case arising out of or in connection with or as a result effort to enforce any of the execution or delivery provisions of this Agreement or the performance by the Subsidiary Guarantors any obligation of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found any Grantor in a final, nonappealable judgment by a court respect of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the exercise Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder similar proceeding, or (iii) collecting against any Guarantor under the failure by such Subsidiary Guarantor guarantee contained in Article 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to perform which any 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 Secured Party and of counsel to the Administrative Agent. (b) Each Grantor agrees to pay, and to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or observe resulting from any delay in paying, any and all Other Taxes which may be payable or determined to be payable with respect to any of the provisions hereof required to be performed Collateral or observed in connection with any of the transactions contemplated by itthis Agreement. (c) Each Subsidiary Guarantor Grantor agrees to pay, and to save the Administrative Agent and the 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 (including, without duplication) shall pay limitation, court costs and attorneys’ fees, any and all liabilities with respect to, or reimburse the Collateral Agent for resulting from any transfer taxes delay in paying, any and all stamp, excise, sales or other taxes relating which may be payable or determined to be payable with respect to any of the Collateral or incurred in connection with any of the transactions contemplated by this Agreement) incurred because of, incident to, or with respect to, the Collateral (including, without limitation, any exercise of rights or remedies in connection therewith) and the execution, delivery, enforcement, performance and administration of this Agreement to the extent, but only to the extent, that the Borrower would be required to do so pursuant to Section 2.13, Section 2.14 or Section 10.5 of the Credit Agreement. All amounts for which any Grantor is liable pursuant to this Section 9.4 shall be due and shall indemnify and hold harmless payable by such Grantor to the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesParties within 10 days after demand therefor. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 9.4 shall survive the expiration, cancellation, termination or modification of this Agreement, Agreement and the resignation or removal other Loan Documents and the repayment of the Collateral Agent, Secured Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor Grantor agrees to pay or reimburse each Bank Secured Party, including the First Priority Representative, for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Article X of the Credit Agreement or otherwise enforcing or preserving any rights under this Agreement and the other First Priority Documents to which such Grantor is a party, including, without limitation, the fees and disbursements of counsel to each Bank Secured Party, including the First Priority Representative, in each case subject to and in accordance with Section 11.04 of the Credit Agreement. (b) Each Grantor agrees to pay or reimburse each Bond Secured Party, including the Trustee, for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in the Indenture or otherwise enforcing or preserving any rights under this Agreement and the other Indenture Documents to which such Grantor is a party, including, without duplicationlimitation, the fees and disbursements of counsel to each Bond Secured Party, including the Trustee, in each case subject to and in accordance with Section 10.1 of the Indenture. (c) Each Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party Agent and each of their respective its Affiliates and their respective officers, directors, employees, agents, agents and advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall paypay within 10 Business Days after demand therefor, any and all claims, damages (excluding any special, punitive, indirect or consequential damages), losses, liabilities and out-of-pocket expenses (including including, without limitation, expenses and reasonable fees and expenses of external counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery resulting from this Agreement (including, without limitation, enforcement of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunderAgreement), except to the extent such claim, damage, loss, liability or expense is found in has resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined pursuant to a final, nonappealable judgment by final non-appealable order of a court of competent jurisdiction to have resulted fromjurisdiction, or to be attributable toprovided however, the gross negligence or willful misconduct of that such Indemnified Party shall promptly refund any amount received under this clause (c) to the extent that there is a final judicial or its employees or agentsarbitral determination that such Indemnified Party was not entitled to indemnification with respect to such payment pursuant to the terms under this clause (c). (bd) Each Subsidiary Guarantor (without duplication) will Grantor will, within 10 Business Days after demand therefor, pay to the Collateral Agent the amount of any and all reasonable and documented out-of-pocket expenses, including including, without limitation, the reasonable and documented out-of-pocket fees and expenses of its for one lead counsel and of any experts and agents, that the Collateral Agent they may incur in connection with (i) the negotiation and administration of this AgreementAgreement (including, without limitation, reasonable and documented out-of-pocket fees and expenses for one lead counsel), or (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, or (iii) the exercise or enforcement of any of the rights of the Collateral Agent Agent, the Agents or any the other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itParties hereunder. (ce) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating Grantor agrees to or incurred in connection with this Agreement pay, and shall indemnify and hold harmless to save the Collateral Agent and each the other Secured Party Parties harmless from, any and all liabilities with respect to, or resulting from any amounts that it is obligated to pay delay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify paying, any and hold harmless the Collateral Agent (in its agency capacity)all stamp, and each other Secured Party fromexcise, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp sales or other similar tax and any penalties or interest with respect thereto, taxes which may be assessed, levied payable or collected by determined to be payable with respect to any jurisdiction of the Collateral or in connection with any of the transactions contemplated by this Agreement. (ef) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to agreements in this Agreement Section 8.3 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Secured Obligations and all other amounts payable under the provision of any subsequent or additional indemnity or any agreement to reimburse by any PersonFinance Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. Each Grantor agrees (a) Each Subsidiary Guarantor (without duplication) agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution and delivery of, and any amendment, supplement or modification to, this Security Agreement and shall indemnify any other documents prepared in connection herewith or therewith, the consummation and administration of the transactions contemplated hereby and thereby, any Event of Default or the enforcement or preservation of any rights under this Security Agreement; (b) to pay, indemnify, and hold harmless each the Collateral Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless the Collateral Agent against any and each all other Secured liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of the Collateral Agent, or, with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement and any such other documents (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that no Grantor shall have any obligation hereunder to the Collateral Agent with respect to indemnified liabilities to the extent they resulting from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (B) disputes not involving an act or omission of such Grantor or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as the Collateral Agent. All amounts payable under this Section 8.4 shall be paid pursuant to the terms of Section 11.5 of the DIP Credit Agreement. No Grantor nor any indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Security Agreement or any amounts that it is obligated to pay other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the way case of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees any Grantor’s obligation hereunder to indemnify and hold harmless the Collateral Agent (in its agency capacityindemnified Persons, to the extent any indemnified Persons is found liable for special, punitive, indirect or consequential damages to a third party), and each other Secured Party from, and . No indemnified Persons shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party be liable for any present or future claim for liability for damages arising from the use by unintended recipients of any stamp information or other similar tax and any penalties materials distributed by it through telecommunications, electronic or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction other information transmission systems in connection with this Agreement. (e) The indemnities and reimbursement provided by Security Agreement or the Subsidiary Guarantors pursuant transactions contemplated hereby or thereby, except to this Agreement shall survive the expirationextent that such damages have resulted from the willful misconduct, cancellationbad faith, termination gross negligence or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision material breach of any subsequent or additional indemnity indemnified Person or any agreement of its Related Parties (as determined by a final non-appealable judgment of a court of competent jurisdiction). This Section 8.4 shall not apply to reimburse by any PersonTaxes. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless pay or reimburse (i) all reasonable documented out-of-pocket expenses incurred by the Collateral Agent, each other Secured Party the Issuing Bank and each the Swingline Lender or the Lenders, including the reasonable documented fees, charges and disbursements of their respective Affiliates counsel for the Agent and their respective officers, directors, employees, agents, advisors the Lenders (provided that the Grantors shall not be obligated to pay for more than one law firm retained by the Agent and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, Lenders as a single group in each relevant jurisdiction, except in the case arising out of an actual or reasonably likely conflict of interest in respect of litigation), in connection with the enforcement, collection or as a result protection of its rights in connection with this Agreement and the execution or delivery other Loan Documents to which such Grantor is party, including its rights under this Section and (ii) subject to any other provision of this Agreement or the performance of any separate agreement entered into by the Subsidiary Guarantors Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of their respective obligations hereunder, except this Agreement and the other Loan Documents to the extent which such claim, damage, loss, liability or expense Grantor is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsparty. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to hold the Collateral Agent the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities, including the reasonable fees and obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of its counsel and or disbursements of any experts kind or nature whatsoever with respect to, or resulting from any delay in paying, any and agentsall stamp, that excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights transactions contemplated by this Agreement to the extent the Borrower would be required to do so pursuant to Section 9.03 of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itCredit Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay Grantor agrees to pay, and to hold the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or reimburse disbursements of any kind or nature whatsoever with respect to the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with execution, delivery, enforcement, performance and administration of this Agreement and shall indemnify and hold harmless to the Collateral Agent and each other Secured Party from any amounts that it is obligated extent the Borrower would be required to pay in do so pursuant to Section 9.03 of the way of such taxesCredit Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor, jointly and severally, agrees to indemnifypay or reimburse (i) all costs and reasonable attorney’s fees incurred by the Collateral Agent and the Secured Parties in connection with the enforcement, defend collection or protection of its rights in connection with this Agreement and save the other Loan Documents to which such Grantor is party, including its rights under this Section and hold harmless (ii) all reasonable costs and expenses incurred by the Collateral Agent in the administration of this Agreement and the other Loan Documents to which such Grantor is a party. As used in this paragraph, “attorneys’ fees” includes the allocated costs of in-house counsel. In addition, each Grantor agrees to, upon reasonable notice from the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, pay any and all claims, damages, losses, liabilities stamp and expenses (including reasonable other taxes or fees and expenses of counsel) that may payable or determined to be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or payable in connection with or as a result of the execution or and delivery of this Agreement or and the performance by the Subsidiary Guarantors of their respective obligations other documents to be delivered hereunder, except and agrees to save the extent Collateral Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such claim, damage, loss, liability taxes or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsfees. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor, jointly and severally, agrees to indemnify and hold the Collateral Agent and the amount other Secured Parties and their parent entities, Subsidiaries and all of their directors, officers, employees, agents, successors, attorneys, and assigns (collectively, the “Indemnitees”), harmless from any loss, liability, damages, judgments, and costs of any and all reasonable out-of-pocket expenseskind relating to or arising directly or indirectly out of (a) this Agreement or any other Loan Document, including the reasonable fees and expenses of its counsel and of any experts and agents, that Security Interest or the Collateral Agent may incur in connection with and (ib) the administration any litigation or proceeding related to or arising out of this Agreement, any such document, the Security Interest or the Collateral, in each case other than arising as a result of any such Indemnitee’s gross negligence or willful misconduct. This indemnity includes but is not limited to reasonable attorneys’ fees (iiincluding the allocated cost of in-house counsel). Under no circumstances shall any of the Indemnitees have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby. The provisions of this Section 7.11 shall remain operative and in full force and effect regardless of the exercise termination of this Agreement or enforcement any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the rights Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) Party. All amounts due under this Section 3.04 7.11 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor thereforupon demand.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend pay or reimburse the Administrative Agent and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officersPerson for all advances, directorscharges, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities costs and expenses (including reasonable fees including, without limitation, all costs and expenses of counselholding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all attorneys’ fees, legal expenses and court costs) incurred by the Administrative Agent or any other Secured Person in connection with the exercise of its respective rights and remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred by or asserted or awarded against in any Indemnified Party, in each case arising out of or in connection with or as a result effort to enforce any of the execution or delivery provisions of this Agreement or the performance by the Subsidiary Guarantors any obligation of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found any Grantor in a final, nonappealable judgment by a court respect of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Person under this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the exercise Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder similar proceeding, or (iii) collecting against any Guarantor under the failure by such Subsidiary Guarantor guarantee contained in Article 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to perform which any Grantor is a party, including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel to each Secured Person and of counsel to the Administrative Agent. (b) Each Grantor agrees to pay, and to save the Administrative Agent and the other Secured Persons harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or observe disbursements of any kind or nature whatsoever (including, without limitation, court costs and reasonable out-of-pocket attorneys’ fees, 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 provisions hereof Collateral or in connection with any of the transactions contemplated by this Agreement) incurred because of, incident to, or with respect to, the Collateral (including, without limitation, any exercise of rights or remedies in connection therewith) with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent that the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. All amounts for which any Grantor is liable pursuant to this Section 9.4 shall be performed or observed due and payable by itsuch Grantor to the Secured Persons upon demand. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Section 9.4 shall pay or reimburse survive the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with termination of this Agreement and shall indemnify the other Loan Documents and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) The Pledgor agrees to indemnify, defend and save and hold harmless promptly pay or reimburse the Collateral Agent, Agent and each other Secured Party for all its fees, costs and expenses (including reasonable fees and documented expenses of counsel for the Collateral Agent and the Secured Parties) incurred in connection with collecting against the Pledgor or otherwise enforcing or preserving any rights under or in connection with this Agreement and the other Loan Documents, including its rights under this Section 6.22 and including, without limitation, in connection with (i) the preservation of the Liens on, or the rights of the Secured Parties to the Pledged Collateral pursuant to this Agreement or any other Loan Document or (ii) any actual or attempted sale, lease, disposition, exchange, collection, repair, replacement, alteration, addition, improvement, retention, compromise, settlement or other realization in respect of, or care of, the Pledged Collateral, including such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding. (b) The Pledgor shall indemnify each of the Collateral Agent and each of their respective Affiliates Secured Party and their respective officers, directors, shareholders, controlling persons, employees, agents, advisors agents and trustees servants (each, each such Person being called an “Indemnified PartyIndemnitee”) from and against, and (without duplication) shall payhold each Indemnitee harmless from, any and all losses, claims, damages, lossesliabilities, liabilities and related expenses (including reasonable fees the fees, charges, and expenses disbursements of counselcounsel for any Indemnitee) that incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Pledgor or any of its Subsidiaries or Affiliates thereof arising out of, in connection with, with respect to, or resulting from (i) any delay in paying, any and all stamp, excise, sales or other taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Pledged Collateral or in connection with or as a result any of the execution transactions contemplated by this Agreement, or (ii) the execution, delivery or enforcement of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby and thereby, the performance by the Subsidiary Guarantors parties hereto of their respective obligations hereunderhereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, except to the same extent that the Company would be required to do so under Section 13.03(b) of the Credit Agreement; provided that such indemnity shall not, as to any Indemnitee, be available to the extent such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from, or to be attributable to, solely from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itIndemnitee. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Section 6.22 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) The Company agrees to indemnifypay or reimburse the Support L/C Provider for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement, defend including, without limitation, the fees and save disbursements of counsel (including the allocated fees and hold harmless expenses of in-house counsel) to the Collateral AgentSupport L/C Provider. Each Guarantor agrees to pay or reimburse the Support L/C Provider 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, each other Secured including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Support L/C Provider. (b) Each Loan Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and againstagrees to pay, and (without duplication) shall payto save the Support L/C Provider 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 Loan Party shall indemnify the Support L/C Provider and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, losses, liabilities and related expenses (including reasonable the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses of counsel) that time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted or awarded against any Indemnified PartyIndemnitee by any third party or by the Company or its Subsidiaries arising out of, in each case arising out of or in connection with with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the Subsidiary Guarantors parties hereto of their respective obligations hereunderhereunder or thereunder or the consummation of the other transactions contemplated hereby or thereby, except (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesIndemnitee. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify The agreements in this Section 8.4 shall survive repayment of the Obligations and hold harmless the Collateral Agent (in its agency capacity), and each all other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with amounts payable under this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnifypay any and all reasonable and documented expenses (including all reasonable fees, defend expenses, disbursements and save other charges of counsel) that may be paid or incurred by the Collateral Agent in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the First Lien Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement to the extent the Borrower would be required to do so pursuant to Section 13.5 of the First Lien Credit Agreement. (b) Without limitation of its indemnification obligations under the other Credit Documents or any Additional First Lien Agreements, each Grantor agrees to pay, indemnify and to hold harmless the Collateral Agent, each Agent and the other First Lien Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees Parties (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, against any and all losses, claims, damages, lossesliabilities or penalties (collectively, liabilities “Losses”) of any kind or nature whatsoever and expenses (including the reasonable fees and expenses documented or invoiced out of counsel) that pocket expenses, joint or several, to which any such Indemnified Party may be incurred by or asserted or awarded against any Indemnified Partybecome subject, in each case arising to the extent any such Losses and related expenses arise out of of, result from, or are in connection with any action, claim, litigation, investigation or as a result other proceeding (including any inquiry or investigation of the execution foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or delivery whether or not such Proceeding was brought by such Grantor, its equity holders, affiliates or creditors or any other third person), and, subject to Section 13.5(e) of this Agreement the First Lien Credit Agreement, to reimburse each such Indemnified Party promptly for any reasonable and documented or invoiced out of pocket fees and expenses incurred in connection with investigating, responding to or defending any of the performance by the Subsidiary Guarantors of their respective obligations hereunderforegoing, except in each case to the extent such claim, damage, loss, liability the Borrower would be required to do so pursuant to Section 13.5 of the First Lien Credit Agreement (whether or expense is found not then in a final, nonappealable judgment by a court effect) or any comparable provision of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsany Additional First Lien Agreement. (bc) Each Subsidiary Guarantor (without duplication) will pay to Any such amounts payable as provided hereunder shall be Additional First Lien Obligations secured hereby and by the Collateral Agent the amount of other Security Documents and any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur Additional First Lien Agreements. The agreements in connection with (i) the administration this Section 7.4 shall survive termination of this Agreement, (ii) any other Credit Document or any Additional First Lien Agreement, the exercise or enforcement consummation of the transactions contemplated hereby, the repayment of any of the rights First Lien Obligations, the invalidity or unenforceability of any term or provision of this Agreement, any other Credit Document or any Additional First Lien Agreement or any investigation made by or on behalf of the Collateral Agent or any other First Lien Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) Party. All amounts due under this Section 3.04 7.4 shall be payable not later than 30 days after the delivery of on written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnifypay or reimburse the Collateral Agent and each other Notes Secured Party for all its costs and expenses incurred hereunder as provided in Article 6 of the Indenture and in collecting against such Grantor under any Notes Document or otherwise enforcing or preserving any rights under this Agreement and the other Notes Documents to which such Grantor is a party, defend including, without limitation, the fees and save disbursements of counsel (except for the allocated fees and hold harmless expenses of in-house counsel) to the Collateral Agent and each other Notes Secured Party (limited to one counsel to the Collateral Agent, on behalf of the Notes Secured Parties, and one local counsel to the Collateral Agent, on behalf of the Notes Secured Parties, in each other applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel for each Notes Secured Party affected by such conflict of interest). (a) Without limitation of its indemnification obligations under the other Notes Documents, each Grantor jointly and each of their respective Affiliates severally agrees to indemnify the Collateral Agent and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and the Notes Secured Parties against, and (without duplication) shall pay, hold the Collateral Agent harmless from any and all losses, claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all related reasonable out-of-pocket expenses, including the reasonable fees fees, charges and expenses disbursements of its a single counsel and of any experts and agents, that for the Collateral Agent may incur or any Notes Secured Party (in addition to one local counsel in each relevant jurisdiction), incurred by or asserted against the Collateral Agent or any Notes Secured Party by any third party or by any Grantor arising out of, or in connection with with, or as a result of, (i) the administration execution or delivery of this Agreement, the performance of the respective parties of their obligations hereunder or the enforcement of this Agreement by the Collateral Agent, or (ii) the exercise any actual or enforcement of prospective claim, litigation, investigation or proceeding relating to any of the rights foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by any Grantor and regardless of whether the Collateral Agent or any Notes Secured Party is a party thereto; provided that such indemnity shall not, as to the Collateral Agent or any such Notes Secured Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Collateral Agent or any such Notes Secured Party. (b) Each Grantor agrees to pay, and to hold the Collateral Agent and the other Notes Secured Party hereunder Parties harmless from, any and all liabilities with respect to, or (iii) the failure by such Subsidiary Guarantor resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to perform or observe be payable with respect to any of the provisions hereof required to be performed Collateral or observed in connection with any of the transactions contemplated by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating Grantor agrees to or incurred in connection with this Agreement pay, and shall indemnify and to hold harmless the Collateral Agent and each the other Notes Secured Party from Parties harmless from, any amounts that it is obligated and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to pay in the way execution, delivery, enforcement, performance and administration of such taxesthis Agreement to the extent the Company would be required to do so pursuant to the Indenture. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 7.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, Agent and the provision repayment of any subsequent or additional indemnity or any agreement to reimburse by any Personthe Notes Obligations and all other amounts payable under the Indenture and the other Notes Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. Without limitation to the Collateral Agent’s or any other Secured Party’s rights to payment, compensation, reimbursement or indemnification under any other Security Document: (a) Each Subsidiary Guarantor (without duplication) each Grantor jointly and severally agrees to indemnify, defend and save and hold harmless pay or reimburse the Collateral Agent, each Agent and the other Secured Party Parties for all their costs and expenses incurred in collecting against any Grantor under this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Security Documents, including, without limitation, the fees and disbursements of the Secured Parties’ counsel in accordance with the terms of the Second Lien Documents; (b) each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and againstGrantor agrees to pay, and (without duplication) shall payto save the Collateral Agent and the other Secured Parties harmless from, any and all claimsliabilities with respect to, damagesor resulting from any delay in paying, lossesany and all stamp, liabilities and expenses (including reasonable fees and expenses of counsel) that excise, sales or other taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Collateral or in connection with or as a result any of the execution transactions contemplated by this Agreement and the other Security Documents; (c) each Grantor agrees to pay, and to save the Collateral Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or delivery disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or and the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent other Security Documents other than such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, as arise from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents.Person; and (bd) Each Subsidiary Guarantor (without duplication) will pay to the fullest extent permitted by applicable Law, no Grantor shall assert, and each Grantor hereby waives, any claim against the Collateral Agent and the amount other Secured Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any and all reasonable out-of-pocket expensesother Security Document or any agreement or instrument contemplated hereby, including or the reasonable fees and expenses of its counsel and of any experts and agents, that transactions contemplated hereby or thereby. Neither the Collateral Agent may incur nor any other Secured Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by the Collateral Agent or other Secured Party through telecommunications, electronic or other information transmission systems in connection with (i) this Agreement or the administration of this Agreement, (ii) other Security Documents or the exercise transactions contemplated hereby or enforcement of any of thereby other than for direct or actual damages resulting from the rights gross negligence or willful misconduct of the Collateral Agent or any other Secured Party hereunder or (iii) the failure as determined by such Subsidiary Guarantor to perform or observe any a final and non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 7.6 shall survive repayment of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse Secured Obligations and all other amounts payable under the Collateral Agent for any transfer taxes or Security Documents and the other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this AgreementSecond Lien Documents, the resignation or removal replacement of the Collateral Agent, the release of the Collateral from the Liens created hereby and the provision termination of any subsequent or additional indemnity or any agreement to reimburse by any Personthis Agreement. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnifypay or reimburse each Secured Party, defend within 10 days after the presentation of a statement together with reasonably detailed supporting documentation, for all its reasonable and save documented out-of-pocket costs and expenses incurred in collecting against such Grantor or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party, including, without limitation, the reasonable fees, disbursements and other charges of one counsel, one local counsel (in each reasonably necessary jurisdiction) and one special counsel (to the extent reasonably necessary) and, in the case of an actual or potential conflict of interest, one additional counsel, special counsel (to the extent reasonably necessary) and local counsel (in each reasonably necessary jurisdiction) for each affected Secured Party or similarly situated affected Secured Parties. (b) Each Grantor jointly and severally agrees (i) to indemnify and hold harmless the Collateral Agent, Agent and each other Secured Party and each of their respective Affiliates and their respective Affiliates, officers, directors, trustees, employees, agents, advisors advisors, attorneys, representatives, controlling persons, members and trustees successors and assigns (each, individually an “Indemnified PartyIndemnitee”, and collectively, the “Indemnitees”) from and againsthold harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements, and (without duplicationii) shall payto reimburse each Indemnitee within 10 days after receipt of a reasonably detailed invoice for all reasonable and documented legal (including reasonable and documented out-of-pocket fees, disbursements and other charges of lead counsel, special counsel to the extent reasonably necessary and one local counsel in each reasonably necessary jurisdiction (and one additional counsel, special counsel (to the extent reasonably necessary) and one local counsel (in each reasonably necessary jurisdiction) for each affected Secured Party or similarly situated Secured Parties, in the case of actual or potential conflicts of interest)) or other reasonable and documented out-of-pocket expenses incurred, in each case, arising out of or resulting from this Agreement or the exercise by any and all Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any losses, claims, damages, losses, liabilities and expenses (including reasonable fees and or expenses of counsel) that may be incurred by whatsoever kind or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except nature to the extent such claimincurred or arising (x) by reason of bad faith, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)) or its employees (y) from disputes solely among Secured Parties (other than disputes against the Administrative Agent or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur solely in connection with (itheir duties in such capacities) the administration of this Agreementand, (ii) the exercise or enforcement in each case, not arising out of any act or omission of the rights Borrower or its affiliates. If and to the extent that the obligations of any Grantor under this Section 8.4(b) are unenforceable for any reason, such Grantor hereby agrees to make the Collateral Agent or any other Secured Party hereunder or (iii) maximum contribution to the failure by payment and satisfaction of such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itobligations which is permissible under applicable law. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Section 8.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Secured Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor hereby agrees to indemnify, defend and save indemnify and hold harmless the Collateral Agent, each other Secured Party and their Affiliates of any of the foregoing Persons (each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, such Person being called an “Indemnified PartyIndemnitee”) from and against, and (without duplication) shall pay, any and all claimslosses, damages, lossesliabilities, liabilities claims and related expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Grantor), other than such Indemnitee and its counsel and of any experts and agentsAffiliates, that the Collateral Agent may incur arising out of, in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any failure of any Obligations to be the legal, valid, and binding obligations of any Grantor enforceable against such Grantor in accordance with their terms, whether brought by a third party or by such Grantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the administration willful misconduct or gross negligence of this Agreement, any Indemnitee or (ii) the exercise result from a claim brought by any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or enforcement of any of the rights of the Collateral Agent or under any other Secured Party hereunder Transaction Document, if such Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) Each Grantor agrees to pay or reimburse the Agent for all its costs and expenses (iiiincluding reasonable attorneys’ fees) incurred in collecting against such Grantor its Obligations or otherwise enforcing or preserving any rights under this Agreement and the failure by other Transaction Documents to which such Subsidiary Guarantor to perform or observe any Grantor is a party, including the fees and other charges of the provisions hereof required to be performed or observed by itcounsel. (c) Each Subsidiary Guarantor To the fullest extent permitted by applicable law, each Grantor shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (without duplicationas opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or the transactions contemplated hereby or thereby. No Indemnitee referred to in this Section 7.4 shall pay or reimburse the Collateral Agent be liable for any transfer taxes damages arising from the use by unintended recipients of any information or other taxes relating to materials distributed by it through telecommunications, electronic or incurred other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, except for their own willful misconduct or gross negligence and shall indemnify and hold harmless other than to account for the Collateral monies actually received by Agent and each other Secured Party from any amounts that it is obligated to pay in accordance with the way terms of such taxesthis Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless Notwithstanding the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of indemnities to which the Collateral Agent, Agent and the other Secured Parties are entitled under the provisions of this Section 7.4 and any other provision of any subsequent or additional indemnity or any agreement to reimburse by any Personthis Agreement and the other Transaction Documents shall continue in full force and effect and shall protect the Agent and the other Secured Parties against events arising after termination of this Agreement as well as before. (fe) All amounts due under this Section 3.04 shall be payable not later than 30 days promptly after demand therefor, shall constitute Obligations and shall bear interest until paid at five percent (5%) per annum at which interest would then be payable on any past due payment under the delivery of written demand to the applicable Subsidiary Guarantor thereforNotes.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) US Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, pay any and all claims, damages, losses, liabilities reasonable and documented expenses (including all reasonable fees and expenses disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or asserted obtaining advice of counsel in respect of, any rights with respect to, or awarded against collecting, any Indemnified Party, in each case arising out of or in connection with or as a result all of the execution Obligations and/or enforcing any rights with respect to, or delivery of collecting against, such US Grantor under this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court any of competent jurisdiction the Borrowers would be required to have resulted from, or do so pursuant to be attributable to, Section 13.5 of the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsCredit Agreement. (b) Each Subsidiary Guarantor (without duplication) will pay US Grantor agrees to pay, and to hold the US Collateral Agent and the amount of other Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with any of the transactions contemplated by this Agreement to the extent any of the Borrowers would be required to do so pursuant to Section 13.5 of the Credit Agreement. (ic) Without limitation of its indemnification obligations under the other Credit Documents, each US Grantor agrees to pay, and to hold the US Collateral Agent and the 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 any of the Borrowers would be required to do so pursuant to Section 13.5 of the Credit Agreement. (d) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The agreements in this Section 7.4 shall survive termination of this Agreement or any other Credit Document, (ii) the exercise or enforcement consummation of the transactions contemplated hereby, the repayment of any of the rights Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit Document or any investigation made by or on behalf of the US Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) Party. All amounts due under this Section 3.04 7.4 shall be payable not later than 30 days after the delivery of on written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket expenses incurred in collecting against such Guarantor under this Guarantee or otherwise enforcing or preserving its rights under this Guarantee, including, without limitation, the reasonable fees, charges and disbursements of one primary counsel and of any special and local counsel for the Administrative Agent 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. (without duplicationb) 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 similar taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (c) Each Guarantor agrees to indemnify, defend and save to hold the Administrative Agent and hold the Lenders harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall payfrom, any and all losses, claims, damages, losses, liabilities and expenses (related expenses, including reasonable fees the fees, charges and expenses disbursements of counsel) that may be any counsel for any the Administrative Agent and the Lenders, incurred by or asserted against the Administrative Agent or awarded against any Indemnified PartyLender arising out of, in each case arising out of or in connection with with, or as a result of the execution or delivery execution, delivery, enforcement, performance and administration of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except Guarantee to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction the Company would be required to have resulted from, or do so pursuant to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any Section 9.03 of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesCredit Agreement. (d) Each Subsidiary of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Credit Parties immediately on demand against any cost, loss or liability they incur as a result of the Company or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (without duplication) agrees but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to indemnify and hold harmless pay under this Guaranty if the Collateral Agent (in its agency capacityamount claimed had been recoverable on the basis of a guaranty), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to agreements in this Agreement Section 4.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Guaranteed Obligations and all other amounts payable under the provision of any subsequent or additional indemnity or any agreement to reimburse by any PersonCredit Agreement. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) The Borrower agrees to indemnifypay, defend or reimburse the Collateral Agent for, all its costs and save expenses incurred in enforcing or preserving any rights under this Agreement, including, without limitation, the fees and hold harmless disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the Collateral Agent. (b) The Borrower agrees to pay, each and to save the Collateral Agent and the 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) The Borrower agrees to pay, and to save the Collateral Agent and the Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) Parties harmless from and against, and (without duplication) shall pay, any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, costs, expenses (including reasonable fees and expenses or disbursements of counsel) any kind whatsoever that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Collateral Agent or awarded against the Secured Parties in any Indemnified Party, in each case way relating to or arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance transactions contemplated hereby or any action taken or omitted by the Subsidiary Guarantors Collateral Agent or the Secured Parties under or in connection with any of their respective obligations hereunderthe foregoing; provided that the Borrower shall not be liable for the payment of any portion of such liabilities, except to the extent such claimobligations, damagelosses, lossdamages, liability penalties, actions, judgments, suits, costs, expenses or expense is disbursements that are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other such Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesParty, as applicable. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the provision of any subsequent or additional indemnity or any agreement to reimburse by any PersonSecured Debt Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, pay or reimburse each other Secured Party and the Agent for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and the other Loan Documents to which the Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to each Secured Party and of their respective Affiliates counsel to the Agent. (b) Each Grantor agrees to pay, and to save the Agent and the 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 Grantor agrees to pay, indemnify, and hold each Secured Party and the Agent and their respective officers, directors, employees, agentsaffiliates, advisors agents and trustees controlling persons (each, an “Indemnified PartyIndemnitee”) harmless from and against, and (without duplication) shall pay, against any and all claimsother liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the Secured Obligations and expenses (including the reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or legal counsel in connection with claims, actions or as a result of proceedings by such Indemnitee (all the execution or delivery of this Agreement or foregoing, collectively, the performance by the Subsidiary Guarantors of their respective obligations hereunder“Indemnified Liabilities”), except provided, that such Grantor shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such claim, damage, loss, liability or expense is Indemnified Liabilities are found in by a final, final and nonappealable judgment by decision of a court of competent jurisdiction to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesIndemnitee. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 7.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Secured Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Debtor agrees to indemnifypay all costs and expenses incurred in connection with the enforcement, defend attempted enforcement, exercise, or preservation of any rights or remedies under this Agreement or the other Loan Documents to which such Debtor is a party (including all such costs and save expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all attorneys’ fees. (b) Each Debtor agrees to pay, and to indemnify and hold harmless the Collateral Agent, each other Secured Party Administrative Agent and each holder of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall paythe Secured Obligations harmless from, any and all claimsliabilities 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 Debtor agrees to pay, and to indemnify and hold the Administrative Agent, each holder of the Secured Obligations, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) harmless from, any and all liabilities, obligations, losses, damages, lossespenalties, liabilities claims, demands, actions, judgments, suits, costs, expenses and expenses disbursements (including reasonable fees and expenses attorneys’ fees) of counsel) that any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnified Party, such Indemnitee in each case any way relating to or arising out of or in connection with the execution, delivery, enforcement, performance or as administration of any Guaranty, this Agreement, or any Loan Document to which such Debtor is a result party, in all cases, whether or not caused by or arising, in whole or in part, out of the execution or delivery negligence of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunderIndemnitee; provided that such indemnity shall not, except as to any Indemnitee, be available to the extent that such claimliabilities, damageobligations, losslosses, liability damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or expense is found in a final, nonappealable judgment disbursements (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party Indemnitee, or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise result from a claim brought by any Debtor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or enforcement of any of the rights of the Collateral Agent or under any other Secured Party hereunder or (iii) the failure Loan Document, if such Debtor has obtained a final and nonappealable judgment in its favor on such claim as determined by such Subsidiary Guarantor to perform or observe any a court of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxescompetent jurisdiction. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 7.4 shall be payable not later than 30 days after upon demand therefor. The agreements in this Section shall survive repayment of the delivery of written demand to Obligations and all other amounts payable under the applicable Subsidiary Guarantor thereforCredit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, pay or reimburse each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and for all claims, damages, losses, liabilities its out-of-pocket costs and expenses (including incurred in collecting against such 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 Grantor is a party, including, without limitation, the reasonable fees and expenses disbursements of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, one primary counsel to the Secured Parties and the Agent taken together and a single local counsel in each case arising out relevant jurisdiction (and, if there is a conflict of or in connection with or interest, one additional counsel for such persons taken as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentswhole). (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or similar taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights transactions contemplated by this Agreement to the extent provided in Section 11.5 of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itCredit Agreement. (c) Each Subsidiary Guarantor Grantor (without duplicationincluding the Borrower) agrees to pay, and to save the Secured Parties (including all Indemnitees pursuant to Section 11.5 of the Credit Agreement who, by their acceptance of the benefits hereof, agree to be bound by this 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 indemnify the Agent, the Administrative Agent and the Lenders pursuant to Section 11.5 of the Credit Agreement (it being understood and agreed that the indemnification obligations set forth in this Section 9.4(c) shall pay or reimburse apply to the Collateral Agent for any transfer taxes or other taxes relating Secured Parties to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral same extent that they apply to the Agent, the Administrative Agent and each other Secured Party from any amounts that it is obligated to pay in the way Lenders under Section 11.5 of such taxesthe Credit Agreement). (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents and the Specified Hedge Agreements and Specified Cash Management Agreements. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor jointly and severally agrees to indemnify, defend and save and hold harmless the Collateral Agent, pay or reimburse each other Secured Party and each of the Note Collateral Agent for all their respective Affiliates reasonable costs and their respective officersexpenses incurred in collecting against or otherwise enforcing or preserving any rights under this Agreement against such Grantor and the other Note Documents to which such Grantor is a party, directorsincluding, employeeswithout limitation, agents, advisors the reasonable fees and trustees disbursements of counsel to the Secured Parties and the Note Collateral Agent. (each, an “Indemnified Party”b) from Each Grantor jointly and againstseverally agrees to pay, and to save the Note Collateral Agent and the other Secured Parties harmless from, (without duplicationx) shall payany and all liabilities with respect to, or resulting from any delay in paying, any and all claimsstamp, damagesexcise, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that sales or other similar taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Security Collateral or in connection with or as a result any of the execution transactions contemplated by this Agreement and (y) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or delivery disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to(collectively, the “indemnified liabilities”), and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Note Collateral Agent or any other Secured Party hereunder or (iii) the failure as determined in a final non-appealable decision by such Subsidiary Guarantor to perform or observe any a court of the provisions hereof required to be performed or observed by itcompetent jurisdiction). (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred The agreements in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement subsection 7.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Indenture and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Note Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) The Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or all its reasonable and documented out-of-pocket costs and expenses incurred in connection with enforcing or preserving any rights under this Agreement and shall indemnify the other Loan Documents to which the Grantor is a party to the extent the Grantor would be required to do so pursuant to Section 9.3 of the ABL Credit Agreement as if the Grantor were the “Borrower” thereunder, including the reasonable and hold harmless documented out-of-pocket fees and disbursements and other charges of such legal counsel to the Collateral Agent and each other the CA Secured Party Parties as the Grantor would be required to pay or reimburse pursuant to Section 9.3 of the ABL Credit Agreement. (b) Subject to Section 9.3 of the ABL Credit Agreement (as if the Grantor were the “Borrower” thereunder), the Grantor agrees to pay, and to hold the Collateral Agent harmless from, any and all liabilities with respect to, or resulting from any amounts that delay in paying, any and all stamp, court or documentary, intangible, recording, filing or 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, in each case, to the extent the Grantor would be required to do so pursuant to Section 2.16(b) of the ABL Credit Agreement (as if it is obligated the Grantor were the “Borrower” thereunder). (c) The Grantor agrees to pay pay, and to hold the Lenders and the Collateral Agent harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and documented out-of-pocket costs and expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, in each case, to the way extent the Grantor would be required to do so pursuant to Section 9.3 of such taxesthe ABL Credit Agreement (as if the Grantor were the “Borrower” thereunder). (d) Each Subsidiary Guarantor (without duplication) The Grantor agrees to indemnify and hold harmless that the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacityprovisions of Section 9.3(c) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (ed) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral AgentABL Credit Agreement are incorporated herein by reference, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personmutatis mutandis. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. Each Grantor agrees (a) Each Subsidiary Guarantor (without duplication) agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution and delivery of, and any amendment, supplement or modification to, this Security Agreement and shall indemnify any other documents prepared in connection herewith, the consummation and administration of the transactions contemplated hereby, any Event of Default or the enforcement or preservation of any rights under this Security Agreement; (b) to pay, indemnify, and hold harmless the Collateral Agent from, any and each all recording and filing fees and (c) to pay, indemnify, and hold harmless the Collateral Agent against any and all other Secured liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of the Collateral Agent, or, with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement and any such other documents (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that no Grantor shall have any obligation hereunder to the Collateral Agent with respect to indemnified liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties, as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents, as determined by a final non-appealable judgment of a court of competent jurisdiction or (C) disputes not involving an act or omission of such Grantor or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as the Collateral Agent. All amounts payable under this Section 8.4 shall be paid pursuant to Section 13.5 of the DIP Credit Agreement. No Grantor nor any indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Security Agreement or any amounts that it is obligated to pay other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the way case of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees any Grantor’s obligation hereunder to indemnify and hold harmless the Collateral Agent (in its agency capacityindemnified Persons, to the extent any indemnified Persons is found liable for special, punitive, indirect or consequential damages to a third party), and each other Secured Party from, and . No indemnified Persons shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party be liable for any present or future claim for liability for damages arising from the use by unintended recipients of any stamp information or other similar tax and any penalties materials distributed by it through telecommunications, electronic or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction other information transmission systems in connection with this Agreement. (e) The indemnities and reimbursement provided by Security Agreement or the Subsidiary Guarantors pursuant other Credit Documents or the transactions contemplated hereby or thereby, except to this Agreement shall survive the expirationextent that such damages have resulted from the willful misconduct, cancellation, termination bad faith or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision gross negligence of any subsequent or additional indemnity indemnified Person or any agreement of its Related Parties (as determined by a final non-appealable judgment of a court of competent jurisdiction). This Section 8.4 shall not apply to reimburse by any PersonTaxes. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) The Company agrees to indemnify, defend and save and hold harmless promptly pay or reimburse the Collateral Agent, Agent and each other Secured Party for all its fees, costs and expenses (including reasonable and documented fees and expenses of counsel for the Collateral Agent and the Secured Parties) incurred in connection with collecting against the Company or otherwise enforcing or preserving any rights under or in connection with this Agreement and the other Loan Documents, including its rights under this Section 6.21 and including, without limitation, in connection with (i) the preservation of the Liens on, or the rights of the Secured Parties to the Collateral pursuant to this Agreement or any other Loan Document or (ii) any actual or attempted sale, lease, disposition, exchange, collection, repair, replacement, alteration, addition, improvement, retention, compromise, settlement or other realization in respect of, or care of, the Collateral, including such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding. (b) The Company shall indemnify each of the Collateral Agent and each of their respective Affiliates Secured Party and their respective officers, directors, shareholders, controlling persons, employees, agents, advisors agents and trustees servants (each, each such Person being called an “Indemnified PartyIndemnitee”) from and against, and (without duplication) shall payhold each Indemnitee harmless from, any and all losses, claims, damages, lossesliabilities, liabilities and related expenses (including reasonable fees the fees, charges, and expenses disbursements of counselcounsel for any Indemnitee) that incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any of its Subsidiaries or Affiliates thereof arising out of, in connection with, with respect to, or resulting from (i) any delay in paying, any and all stamp, excise, sales or other taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Collateral or in connection with or as a result any of the execution transactions contemplated by this Agreement, or (ii) the execution, delivery or enforcement of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby and thereby, the performance by the Subsidiary Guarantors parties hereto of their respective obligations hereunderhereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, except to the same extent that the Company would be required to do so under Section 13.03(b) of the Credit Agreement; provided that such indemnity shall not, as to any Indemnitee, be available to the extent such claimlosses, damageclaims, lossdamages, liability liabilities or expense is found in a final, nonappealable judgment related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from, or to be attributable to, solely from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itIndemnitee. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Section 6.21 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnifypay or reimburse each Secured Party for its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Grantor under the guarantee contained in the Canadian Guarantee or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party, defend including the reasonable fees and save and hold harmless the Collateral Agent, disbursements of outside counsel to each other Secured Party and outside counsel to the Administrative Agent; provided that each of their respective Affiliates Grantor’s obligation to pay or reimburse for legal fees and their respective officers, directors, employees, agents, advisors and trustees expenses pursuant to this subsection (each, an “Indemnified Party”) from and against, and (without duplicationa) shall pay, any be limited to the reasonable and all claims, damages, losses, liabilities and expenses (including reasonable documented out-of-pocket legal fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partya single law firm as counsel for the Administrative Agent and all other Secured Parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case arising out where any such Secured Party determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Secured Party advises such Grantor of such actual or as a result potential conflict of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable tointerest and engages its own separate counsel, the gross negligence or willful misconduct reasonable and documented out-of-pocket legal fees and expenses of such Indemnified Party separate counsel shall also be paid or its employees or agentsreimbursed. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to hold the Collateral Agent the amount of Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits and reasonable out-of-pocket expensescosts, including the reasonable fees and expenses of its counsel and or disbursements of any experts kind or nature whatsoever with respect to, or resulting from any delay in paying, any and agentsall stamp, that 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 Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay Grantor agrees to pay, and to hold the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable out-of-pocket costs, expenses or reimburse disbursements of any kind or nature whatsoever with respect to the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with execution, delivery, enforcement, performance and administration of this Agreement and shall indemnify and hold harmless to the Collateral Agent and each other Secured Party from any amounts that it is obligated extent the Borrower would be required to pay in do so pursuant to Section 10.04 of the way of such taxesCredit Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Secured Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.other Loan Documents

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Debtor agrees to indemnifypay, defend or reimburse the Collateral Agent and save each holder of the Secured Obligations for, all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, exercise, or preservation of any rights or remedies under this Agreement or the other Loan Documents to which such Debtor is a party (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally), including all attorney fees. (b) Each Debtor agrees to pay, and to indemnify and hold the Collateral Agent and each holder of the Secured Obligations 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 Debtor agrees to pay, and to indemnify and hold the Collateral Agent, each other holder of the Secured Party and each of their respective Affiliates Obligations, and their respective officersAffiliates, directors, officers, employees, agentscounsel, advisors agents and trustees attorneys-in-fact (each, an collectively the “Indemnified PartyIndemnitees”) from and against, and (without duplication) shall payharmless from, any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities claims, demands, actions, judgments, suits, costs, expenses and expenses disbursements (including the reasonable fees fees, charges and expenses disbursements of counselany counsel for any Indemnitee) that of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnified Party, such Indemnitee in each case any way relating to or arising out of or in connection with the execution, delivery, enforcement, performance or as a result administration of the execution Guarantee, this Agreement, or delivery any Loan Document to which such Debtor is a party, in all cases, whether or not caused by or arising, in whole or in part, out of this Agreement or the performance by negligence of the Subsidiary Guarantors of their respective obligations hereunderIndemnitee; provided that such indemnity shall not, except as to any Indemnitee, be available to the extent that such claimliabilities, damageobligations, losslosses, liability damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or expense is found in a final, nonappealable judgment disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from, or to be attributable to, from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesIndemnitee. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 7.4 shall be payable not later than 30 days after upon demand therefor. The agreements in this Section shall survive repayment of the delivery of written demand to Obligations and all other amounts payable under the applicable Subsidiary Guarantor thereforCredit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnifypay, defend or reimburse each Secured Credit Party for, all its reasonable out-of-pocket costs and save expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2, and hold harmless the Collateral Agenteach Grantor agrees to pay, or reimburse each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and for all claims, damages, losses, liabilities its reasonable out-of-pocket costs and expenses incurred in connection with enforcing or preserving any rights under this Agreement and the other Loan Documents or Indenture Documents to which such Grantor is a party, including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel (including the allocated reasonable fees and expenses of in house counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court Secured Parties and of competent jurisdiction counsel to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsCollateral Agent. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor Grantor (without duplicationother than the Borrower) shall pay agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or reimburse disbursements of any kind or nature whatsoever with respect to the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 11.5 of the Credit Agreement, Section 7.07 of the 2033 Indenture and shall indemnify and hold harmless Section 607 of the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes2009 Indenture. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, pay or reimburse each other Secured Party and each of their respective Affiliates and their Secured Parties’ respective officers, directors, employees, representatives, agents, advisors attorneys and trustees affiliates (each, each an “Indemnified Party”) from for all their costs and againstexpenses incurred in collecting against such Grantor in connection with the enforcement or preservation of any rights under this Agreement and each other document, and (instrument or agreement relating to the Secured Obligations to which such Grantor is a party, including, without duplication) shall paylimitation, any and all claims, damages, losses, liabilities out-of-pocket costs and expenses (including reasonable fees and expenses disbursements of counselcounsel to each Secured Party and of counsel to the Collateral Agent). (b) that Each Grantor agrees to pay, and to save the Indemnified Parties harmless from, any recording and filing fees and all liabilities with respect to, or resulting from any Grantor’s delay in paying stamp, excise, sales or other taxes, if any, which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Collateral or in connection with or as a result any of the execution transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save the Indemnified Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments or delivery suits of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement; provided, that no Grantor shall have any obligation hereunder to any Indemnified Party with respect to the performance by the Subsidiary Guarantors of their respective obligations hereunder, except foregoing to the extent such claimliabilities, damageobligations, losslosses, liability damages, penalties, actions, judgments or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to suits may be attributable to, to the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesParty. (d) Each Subsidiary Guarantor (without duplication) agrees The agreements in this Section 7.4 shall survive repayment of the Secured Obligations and all other amounts payable under any document, instrument or agreement relating to indemnify and hold harmless the Collateral Agent (Secured Obligations. The indemnification provided for in its agency capacity)this Section 7.4 is in addition to, and each not in limitation of, any other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present indemnification or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement insurance provided by the Subsidiary Guarantors pursuant each Grantor to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any PersonSecured Party. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnifypay or reimburse the Collateral Agent for all its disbursements, defend advances and save expenses incurred in enforcing or preserving any rights under this Agreement, the Indenture and hold harmless the Notes including, without limitation, the reasonable disbursements and expenses of the Collateral Agent, each other Secured Party 's agents and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees counsel. (each, an “Indemnified Party”b) from and againstEach Grantor agrees to pay, and (without duplication) shall payto save the Collateral Agent harmless from, any and all claims, damages, losses, liabilities or expenses 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) The Company shall pay to the Collateral Agent from time to time reasonable compensation for its services hereunder. The Company shall reimburse the Collateral Agent promptly upon request for all reasonable disbursements, advances and expenses (including incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Collateral Agent's agents and counsel. (d) that may be The Grantors jointly and severally shall indemnify the Collateral Agent against any and all losses, liabilities or expenses incurred by or asserted or awarded against any Indemnified Party, in each case it arising out of or in connection with the acceptance or as a result administration of the execution or delivery of its duties under this Agreement or the other Security Documents, and defending itself against any claim (whether asserted by any Grantor or any Holder or any other person) or liability in connection with the exercise or performance by the Subsidiary Guarantors of their respective obligations hereunder, any of its powers or duties hereunder except to the extent any such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to may be attributable to, the to its gross negligence or willful misconduct bad faith. The Collateral Agent shall notify the Company promptly of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to any claim for which it may seek indemnity. Failure by the Collateral Agent to so notify the amount Company shall not relieve the Grantors of any their obligations hereunder. The Grantors shall defend the claim and all reasonable out-of-pocket expenses, including the Collateral Agent shall cooperate in the defense. The Collateral Agent may have separate counsel and the Grantors shall pay the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall counsel. The Grantors need not pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes. (d) Each Subsidiary Guarantor (settlement made without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect theretotheir consent, which may consent shall not be assessed, levied or collected by any jurisdiction in connection with this Agreementunreasonably withheld. (e) The indemnities and reimbursement provided To secure the Grantor's payment obligations in this Section 7.4, the Collateral Agent shall have a Lien prior to the Notes on all money or property held or collected by the Subsidiary Guarantors pursuant Collateral Agent, except that held in trust to this Agreement pay principal, interest and Liquidated Damages, if any, on particular Notes. Such Lien shall survive the expiration, cancellation, termination or modification satisfaction and discharge of this Agreement, the Indenture and the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due When the Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(ix) or (x) of the Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (g) The agreements in this Section 3.04 shall be survive the resignation or removal of the Collateral Agent and repayment of the Obligations and all other amounts payable not later than 30 days after under the delivery of written demand to Indenture and the applicable Subsidiary Guarantor thereforNotes.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent and the other Secured Parties shall be entitled to reimbursement of their expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement. (b) Each Subsidiary Guarantor (without duplication) Loan Party agrees to indemnifypay, defend and save and to hold harmless the Collateral Agent, Agent and 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, 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 2A.04 of the Credit Agreement. (c) Each Loan Party agrees to pay, and to hold the Collateral Agent and each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of their respective Affiliates any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and their administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 9.05 of the Credit Agreement. (d) The exculpatory and indemnification provisions in favor of the Collateral Agent and the Secured Parties contained in the Credit Agreement shall be deemed to be incorporated into this Agreement and shall be in addition to all such exculpatory or indemnification provisions contained herein and shall bind any person seeking performance by the Collateral Agent. In the event of any conflict between such provisions in the Credit Agreement and the provisions contained herein, the provisions contained in the Credit Agreement shall control. (e) Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall have no fiduciary relationship with any person related to this Agreement or the duties to be performed hereunder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Collateral Agent. (f) Neither the Collateral Agent nor any of its respective officers, directors, employees, agents, advisors and trustees attorneys-in-fact or affiliates shall be (each, an “Indemnified Party”i) from and against, and (without duplication) shall pay, liable for any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may action lawfully taken or omitted to be incurred taken by it or asserted or awarded against any Indemnified Party, in each case arising out of such person under or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, (except to the extent such claim, damage, loss, liability or expense is that any of the foregoing are found in by a final, final and nonappealable judgment by decision of a court of competent jurisdiction to have resulted from, from its or to be attributable to, the such person’s own gross negligence or willful misconduct of such Indemnified Party misconduct) or its employees (ii) responsible in any manner to any person for any recitals, statements, representations or agents. (b) Each Subsidiary Guarantor (without duplication) will pay warranties made by ay person contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or for the amount value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or for any failure of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of party hereto to perform its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party obligations hereunder or (iii) liable for any special, exemplary, punitive or consequential damages. The Collateral Agent shall not be under any obligation to any person to ascertain or to inquire as to the failure by such Subsidiary Guarantor to perform observance or observe performance of any of the provisions hereof required agreements contained in, or conditions of, this Agreement, or to be performed inspect the properties, books or observed by itrecords of any Guarantor or Grantor. (cg) Each Subsidiary Guarantor The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believe by it, in its reasonable judgment, to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (without duplication) shall pay including counsel to the Lenders, Guarantors or reimburse Grantors), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent for shall be fully justified in failing or refusing to take any transfer taxes or other taxes relating to or incurred in connection with action under this Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and shall indemnify all liability and hold harmless the expense that may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or refraining from acting, under the Agreement and each the other Secured Party from Loan Documents in accordance with a request of the Required Lenders, and such request and any amounts that it is obligated action taken or failure to pay in act pursuant thereto shall be binding upon all the way Lenders and all future holders of such taxesthe Loans. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (eh) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to agreements in this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees Grantor agrees, on a joint and several basis, to indemnify, defend and save and hold harmless pay or reimburse the Collateral Agent, each other Secured Party Agent and each of the Administrative Agent for all their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities costs and expenses (including incurred in enforcing or preserving any rights under this Agreement and the other Financing Documents to which such Grantor is a party, including, without limitation, the reasonable and documented fees and expenses disbursements of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except counsel to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, Collateral Agent and the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsAdministrative Agent. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, on a joint and several basis, and to save the Collateral Agent, the Administrative Agent and the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse Grantor agrees to pay, on a joint and several basis, and to save the Collateral Agent, the Administrative Agent for and the other Secured Parties harmless from, any transfer taxes and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or other taxes relating disbursements of any kind or nature whatsoever with respect to or incurred in connection with the execution, delivery, enforcement, performance and administration of this Agreement and shall to the extent the Borrower would be required to do so pursuant to Section 11.4 of the Financing Agreement. To the extent that the foregoing undertakings to pay, indemnify and hold save harmless may be unenforceable in whole or in part because they violate any law or public policy, each Grantor shall contribute the Collateral Agent and each other Secured Party from any amounts maximum portion that it is obligated permitted to pay in contribute under applicable law to the way payment and satisfaction of such taxesall indemnifiable liabilities incurred. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and hold harmless all other amounts payable under the Collateral Agent (in its agency capacity), Financing Agreement and each the other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this AgreementFinancing Documents. (e) The indemnities and reimbursement Without prejudice to the rights provided by to the Subsidiary Guarantors pursuant to this Agreement shall survive Collateral Agent under any of the expiration, cancellation, termination or modification provisions of this Agreement, the resignation or removal of when the Collateral AgentAgent incurs expenses or renders services after an Event of Default occurs and is continuing, the expenses and the provision compensation for the services (including the fees and expenses of its agents and outside counsel) are intended to constitute expenses of administration under any subsequent or additional indemnity or any agreement to reimburse by any PersonBankruptcy Law. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnifypay or reimburse each Holder and the Agent for all its costs and expenses incurred in enforcing or preserving any rights under the Purchase Agreement, defend this Agreement and save the Other Agreements to which such Grantor is a party, including, without limitation, the fees and hold harmless disbursements of the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities and expenses counsel (including reasonable the allocated fees and expenses of in-house counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in to each case arising out Holder and of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except counsel to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsAgent. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent and the amount of Holders harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor Grantor agrees to pay, and to save the Agent and the Holders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without duplicationlimitation, the fees and disbursements of counsel) shall pay or reimburse with respect to the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with execution, delivery, enforcement, performance and administration of this Agreement to the extent the Company would be required to do so pursuant to subsections 12.2 and shall indemnify and hold harmless 12.4 of the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesPurchase Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees The Grantors agree to indemnify and hold harmless the Collateral Agent (in its agency capacity)capacity as such, from and each other Secured Party fromagainst any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the fees and shall reimburse the Collateral Agent (in its agency capacitydisbursements of counsel) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may at any time (including, without limitation, at any time following the payment of the Senior Notes) be assessedimposed on, levied incurred by or collected asserted against the Agent in any way relating to or arising out of, this Agreement, the Purchase Agreement or any of the Other Agreements or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any jurisdiction action taken or omitted by the Agent under or in connection with this Agreementany of the foregoing; provided that no Grantor shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to agreements in this Agreement Section 7.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, the termination of this Agreement, repayment of the Obligations and all other amounts payable under the Purchase Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any PersonOther Agreements. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor The Borrower will pay all expenses of the Lender (including, without duplicationlimitation, reasonable fees, charges and disbursements of counsel to the Lender) agrees in connection with (a) any enforcement, amendment, supplement, modification or waiver of or to indemnifyany provision of this Loan Agreement or any documents relating thereto (including, defend without limitation, a response to a request by the Borrower for the consent of the Lender to any action otherwise prohibited hereunder or thereunder) and save (b) consent to any departure from, the terms of any provision of this Loan Agreement or such other documents, and (c) any prepayment hereof. (b) In addition to all other sums due hereunder or provided for in this Loan Agreement, the Borrower shall indemnify and hold harmless the Collateral Agent, each other Secured Party Lender and each of their respective Affiliates its affiliates and their respective officers, directors, agents, employees, agentsSubsidiaries, advisors partners, members, attorneys, accountants and trustees controlling persons (each, an “Indemnified Party”) to the fullest extent permitted by law from and against, and (without duplication) shall pay, against any and all losses, claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees fees, disbursements and expenses other charges of counsel) that may be counsel and costs of investigation incurred by an Indemnified Party in any action or asserted proceeding between the Borrower and such Indemnified Party (or awarded against Indemnified Parties) or between an Indemnified Party (or Indemnified Parties) and any Indemnified Partythird party or otherwise) or other liabilities or losses (collectively, “Liabilities”), in each case resulting from or arising out of any breach of any representation or warranty, covenant or agreement of the Borrower in this Loan Agreement, including without limitation, the failure to make payment when due of amounts owing pursuant to this Loan Agreement, on the due date thereof (whether at the scheduled maturity, by acceleration or otherwise) or any legal, administrative or other actions (including, without limitation, actions brought by any holders of equity or Debt of the Borrower or derivative actions brought by any Person claiming through or in connection with the Borrower’s or as a result any of its Subsidiaries’ name), proceedings or investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of the execution Note Documents, the transactions contemplated thereby, or delivery of any Indemnified Party’s role therein or in the transactions contemplated thereby; provided, however, that the Borrower shall not be liable under this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except Section 9.14(b) to an Indemnified Party to the extent such claim, damage, loss, liability Liabilities resulted from the willful misconduct or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay Party; provided, further, that if and to the Collateral Agent extent that such indemnification is unenforceable for any reason other than willful misconduct or gross negligence, the amount Borrower shall make the maximum contribution to the payment and satisfaction of any such Liabilities which shall be permissible under Requirements of Law. In connection with the obligation of the Borrower to indemnify for expenses as set forth above, the Borrower further agrees, upon presentation of invoices, to reimburse each Indemnified Party for all such expenses (including, without limitation, reasonable fees, disbursements and all reasonable out-of-pocket expenses, including the reasonable fees and expenses other charges of its counsel and costs of any experts and agents, that the Collateral Agent may incur investigation incurred by an Indemnified Party in connection with (iany Liabilities) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure as they are incurred by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itIndemnified Party. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse Indemnified Party under this Section 9.14 will, after the Collateral Agent for receipt of notice of the commencement of any transfer taxes action, investigation, claim or other taxes proceeding against such Indemnified Party in respect of which indemnity may be sought from the Borrower under this Section 9.14, notify the Borrower in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Borrower of any such action shall not relieve the Borrower from any liability which it may have to such Indemnified Party unless such omission substantially and irrevocably impairs the Borrower’s ability to defend the action, claim or other proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Borrower of the commencement thereof, the Borrower shall, with Lender’s consent, be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Borrower, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Borrower’s expense and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Borrower, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Borrower agrees that it will not, without the prior written consent of the Lender, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or incurred in connection with this Agreement and shall indemnify and hold harmless has been actually threatened to be made a party thereto) unless (i) such settlement, compromise or consent includes an unconditional release of the Collateral Agent Lender and each other Secured Indemnified Party from any amounts all liability arising or that it is obligated to pay in the way may arise out of such taxesclaim, action or proceeding (ii) the Borrower has provided reasonable prior notice thereof and (iii) the Lender has provided its prior written consent to such settlement, compromise or consent, which consent will not be unreasonably withheld or delayed. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless To the Collateral Agent (in its agency capacity)fullest extent permitted by Requirements of Law, Borrower shall not assert, and each other Secured Party fromhereby waives, and shall reimburse the Collateral Agent any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (in its agency capacityas opposed to direct or actual damages) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect theretoarising out of, which may be assessed, levied or collected by any jurisdiction in connection with with, or as a result of, this AgreementLoan Agreement or any agreement or instrument contemplated hereby or the transactions contemplated hereby or thereby. (e) The indemnities and reimbursement provided by Notwithstanding the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Loan Agreement, the resignation or removal indemnities to which the Lender is entitled under the provisions of the Collateral Agent, this Section 9.14 and the any other provision of any subsequent or additional indemnity or any agreement to reimburse by any Personthis Loan Agreement shall continue in full force and effect and shall protect the Lender against events arising after termination of this Loan Agreement as well as before. (f) All amounts due under this Section 3.04 9.14 shall be payable not later than 30 days promptly after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Pledgor agrees to pay or reimburse the Secured Party for all its costs and expenses incurred in collecting against such Pledgor its Obligations or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Documents to which such Pledgor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) of the Secured Party. (b) Each Pledgor agrees to pay, and to save the 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 Pledgor agrees to pay, indemnify, defend and save and hold harmless the Collateral AgentSecured Party, each other Secured Party and each of their respective Affiliates and their respective its officers, directors, controlling Persons, employees, agentsagents and advisors (collectively, advisors and trustees (each, an the “Indemnified PartyPersons”) harmless from and against, and (without duplication) shall pay, against any and all claimsother liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement, and the other Transaction Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Pledgors, any of their subsidiaries or any of their properties (including reasonable fees and expenses of counsel) all the foregoing in this clause (c), collectively, the “indemnified liabilities”), provided that may be incurred by or asserted or awarded against the Pledgors shall have no obligation hereunder to any Indemnified Party, in each case Person with respect to indemnified liabilities arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, solely from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesPerson. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 8.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Debenture and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Transaction Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. Without limitation to any Co-Collateral Agent’s or any other Credit Party’s rights to payment, reimbursement or indemnification under any other Loan Document or the Financing Orders: (a) Each Subsidiary Guarantor (without duplication) each Grantor jointly and severally agrees to indemnifypay or reimburse each Co-Collateral Agent and the other Credit Parties for all their costs and expenses incurred in collecting against any Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents, defend including the fees and save disbursements of the Credit Parties’ counsel in accordance with the terms of the Credit Agreement and hold harmless the Collateral Agent, Financing Orders; (b) each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and againstGrantor agrees to pay, and (without duplication) shall payto save the Co-Collateral Agents and the other Credit Parties harmless from, any and all claimsliabilities with respect to, damagesor resulting from any delay in paying, lossesany and all stamp, liabilities and expenses (including reasonable fees and expenses of counsel) that excise, sales or other taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Collateral or in connection with any of the transactions contemplated by this Agreement and the other Loan Documents; (c) each Grantor agrees to pay, and to save the Co-Collateral Agents and the other Credit 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 and the other Loan Documents to the extent the Borrowers would be required to do so pursuant to Section 9.04 of the Credit Agreement or the Financing Orders; and (d) to the fullest extent permitted by applicable Law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Co-Collateral Agent and the other Credit Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, or the transactions contemplated hereby or thereby. No Co-Collateral Agent or any other Credit Party shall be liable for any damages arising from the use by unintended recipients of the execution any information or delivery of other materials distributed to such unintended recipients by any such Co-Collateral Agent or other Credit Party through telecommunications, electronic or other information transmission systems in connection with this Agreement or the performance by other Loan Documents or the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability transactions contemplated hereby or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, thereby other than for direct or to be attributable to, actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable outCo-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Credit Party hereunder or (iii) the failure as determined by such Subsidiary Guarantor to perform or observe any a final and non-appealable judgment of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way a court of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreementcompetent jurisdiction. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to agreements in this Agreement Section 8.4 shall survive repayment of the expirationObligations and all other amounts payable under the Credit Agreement and the other Loan Documents, cancellationthe termination of the Commitments, the release of the Collateral from the Liens created hereby and the termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Wynn Party agrees to indemnifypay or reimburse each Secured Party (after the occurrence of an Event of Default) for all its costs and expenses incurred in collecting against such Wynn Party in connection with the enforcement or preservation of any rights under this Agreement and each other document, defend instrument or agreement relating to the Secured Obligations to which such Wynn Party is a party, including, without limitation, the fees and save disbursements of counsel to each Secured Party and hold harmless of counsel to the Collateral Agent, each other Secured . (b) Each Wynn Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and againstagrees to pay, and to save the Secured Parties harmless from, any recording and filing fees and all liabilities with respect to, or resulting from any Grantor’s delay in paying stamp, excise, sales or other 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. (without duplicationc) shall Each Wynn Party agrees to pay, and to save the Secured Parties harmless from, any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments or suits of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery administration of this Agreement or Agreement; provided that no Wynn Party shall have any obligation hereunder to any Secured Party with respect to the performance by the Subsidiary Guarantors of their respective obligations hereunder, except foregoing to the extent such claimliabilities, damageobligations, losslosses, liability damages, penalties, actions, judgments or expense is suits are found in by a final, final and nonappealable judgment by decision of a court of competent jurisdiction to have resulted from, or to be attributable to, solely from the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by in breach of a duty owed to such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesWynn Party. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 7.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral AgentSecured Obligations and all other amounts payable under any document, and the provision of any subsequent instrument or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand relating to the applicable Subsidiary Guarantor thereforSecured Obligations.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Debtor agrees to indemnifypay, defend or reimburse the Administrative Agent and save each holder of the Secured Obligations for, all out-of-pocket expenses incurred by the Administrative Agent or such holder of the Secured Obligations to the extent expressly set forth in the Credit Agreement and as such expense reimbursement provisions shall apply mutatis mutandis to this Agreement. (b) Each Debtor agrees to pay, and to indemnify and hold harmless the Collateral AgentAdministrative Agent (and any sub-agent thereof), each other holder of the Secured Party Obligations, and each Related Party of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees any of the foregoing Persons (each, an collectively the “Indemnified PartyIndemnitees”) from and against, and (without duplication) shall payharmless from, any and all losses, claims, damages, losses, liabilities and related expenses (including reasonable fees the fees, charges and expenses disbursements of counselany counsel for any Indemnitee) that may be incurred by any Indemnitee or asserted or awarded against any Indemnified Party, in each case Indemnitee by any third party or by any Borrower or any other Loan Party arising out of or in connection with the execution, delivery, performance or as a result (in the case of the execution or delivery Administrative Agent, its sub-agents and its Related Parties) administration of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found expressly set forth in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by it. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with this Credit Agreement and as such indemnification obligations shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated apply mutatis mutandis to pay in the way of such taxes. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (fc) All amounts due under this Section 3.04 7.5 shall be payable not later than 30 days 10 Business Days after demand. The agreements in this Section shall survive repayment of the delivery of written demand to Obligations and all other amounts payable under, and the applicable Subsidiary Guarantor therefortermination of, the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, pay any and all claims, damages, losses, liabilities and reasonable out of pocket expenses (including all reasonable fees and expenses disbursements of counsel) that may be paid or incurred by the Collateral Agent in enforcing, or asserted obtaining advice of counsel in respect of, any rights with respect to the administration of this Security Agreement, or awarded against collecting, any Indemnified Party, in each case arising out of or in connection with or as a result all of the execution Obligations and/or enforcing any rights with respect to, or delivery of collecting against, such Grantor under this Security Agreement or any of the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsSecurity Documents. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent and the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent transactions contemplated by this Security Agreement or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itSecurity Documents. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating Grantor agrees to or incurred in connection with this Agreement pay, and shall indemnify and hold harmless to save the Collateral Agent and each other the Secured Party from Parties harmless from, any amounts 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 or any of the Security Documents to the extent the Issuer would be required to do so pursuant to any First Lien Agreement; provided that it is obligated the Grantors shall not be required to pay in reimburse any expense or indemnify against any loss, liability or expense incurred by the way of such taxesCollateral Agent through the Collateral Agent’s own willful misconduct, gross negligence or bad faith. (d) Each Subsidiary Guarantor All expenses of protecting, storing, warehousing, insuring, handling maintaining and shipping any Collateral, all taxes payable with respect to any Collateral (without duplication) agrees including any sale thereof), and all other payments required to indemnify and hold harmless be made by the Collateral Agent to any Person to realize upon any Collateral, shall be borne and paid by Grantors. The Collateral Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its agency capacitycustody while Collateral is in the Collateral Agents actual possession), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present diminution in the value thereof, or future claim for liability for any stamp act or default of any warehouseman, carrier, forwarding agency or other similar tax and any penalties or interest with respect theretoPerson whatsoever, which may but the same shall be assessed, levied or collected by any jurisdiction in connection with this Agreementat Grantors’ sole risk. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to agreements in this Agreement Section 8.5 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and the provision of all other amounts payable under any subsequent or additional indemnity or any agreement to reimburse by any PersonFirst Lien Agreement. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees The Borrower and each Grantor agree to indemnify, defend and save and hold harmless pay or reimburse the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officersfor all advances, directorscharges, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities costs and expenses (including reasonable fees including, without limitation, all costs and expenses of counselholding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all attorneys’ fees, legal expenses and court costs) incurred by the Secured Party in connection with the exercise of its respective rights and remedies in accordance with the terms of this Agreement, including, without limitation, any advances, charges, costs and expenses that may be incurred by or asserted or awarded against in any Indemnified Party, in each case arising out of or in connection with or as a result effort to enforce any of the execution or delivery provisions of this Agreement or any obligation of the performance by the Subsidiary Guarantors Borrower or any Grantor in respect of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration preservation of the Lien of, or the rights of the Secured Party under this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the exercise Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder similar proceeding, or (iii) collecting against any Guarantor under the failure by such Subsidiary Guarantor guarantee contained in Article 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to perform which the Borrower or observe any 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 Secured Party and of counsel to the Secured Party. (b) The Borrower and each Grantor agree to pay, and to save the Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all Other Taxes which may be payable or determined to be payable with respect to any of the provisions hereof required to be performed Collateral or observed in connection with any of the transactions contemplated by itthis Agreement. (c) Each Subsidiary Guarantor The Borrower and Grantor agree to pay, and to save the Secured Party harmless from, any and all actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without duplication) shall pay limitation, court costs and reasonable attorneys’ fees, any and all liabilities with respect to, or reimburse the Collateral Agent for resulting from any transfer taxes delay in paying, any and all stamp, excise, sales or other taxes relating which may be payable or determined to be payable with respect to any of the Collateral or incurred in connection with any of the transactions contemplated by this Agreement) incurred because of, incident to, or with respect to, the Collateral (including, without limitation, any exercise of rights or remedies in connection therewith) with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent that the Borrower would be required to do so pursuant to Section 13.03 of the Credit Agreement. All amounts for which the Borrower or any Grantor is liable pursuant to this 0 shall be due and shall indemnify and hold harmless payable by the Collateral Agent and each other Borrower or such Grantor to the Secured Party from any amounts that it is obligated to pay in the way of such taxesupon demand. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement 0 shall survive the expiration, cancellation, termination or modification of this Agreement, Agreement and the resignation or removal other Loan Documents and the repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, pay any and all claims, damages, losses, liabilities and reasonable out of pocket expenses (including all reasonable fees and expenses disbursements of counsel) that may be paid or incurred by the Collateral Agent in enforcing, or asserted obtaining advice of counsel in respect of, any rights with respect to the administration of this Security Agreement, or awarded against collecting, any Indemnified Party, in each case arising out of or in connection with or as a result all of the execution Obligations and/or enforcing any rights with respect to, or delivery of collecting against, such Grantor under this Security Agreement or any of the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsSecurity Documents. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent and the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent transactions contemplated by this Security Agreement or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itSecurity Documents. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating Grantor agrees to or incurred in connection with this Agreement pay, and shall indemnify and hold harmless to save the Collateral Agent and each other the Secured Party from Parties harmless from, any amounts 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 or any of the Security Documents to the extent the Issuer would be required to do so pursuant to any Second Lien Agreement; provided that it is obligated the Grantors shall not be required to pay in reimburse any expense or indemnify against any loss, liability or expense incurred by the way of such taxesCollateral Agent through the Collateral Agent’s own willful misconduct, gross negligence or bad faith. (d) Each Subsidiary Guarantor All expenses of protecting, storing, warehousing, insuring, handling maintaining and shipping any Collateral, all taxes payable with respect to any Collateral (without duplication) agrees including any sale thereof), and all other payments required to indemnify and hold harmless be made by the Collateral Agent to any Person to realize upon any Collateral, shall be borne and paid by Grantors. The Collateral Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its agency capacitycustody while Collateral is in the Collateral Agents actual possession), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present diminution in the value thereof, or future claim for liability for any stamp act or default of any warehouseman, carrier, forwarding agency or other similar tax and any penalties or interest with respect theretoPerson whatsoever, which may but the same shall be assessed, levied or collected by any jurisdiction in connection with this Agreementat Grantors’ sole risk. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to agreements in this Agreement Section 8.5 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and the provision of all other amounts payable under any subsequent or additional indemnity or any agreement to reimburse by any PersonSecond Lien Agreement. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnifypay, defend and save and hold harmless the Collateral Agent, indemnify or reimburse each other Secured Party and each of their respective Affiliates and their respective officersthe Collateral Agent for, directorsall its reasonable, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities out-of-pocket costs and expenses (including reasonable incurred in collecting against such Grantor enforcing or preserving any rights under this Agreement, the other Note Documents, the Other Pari Passu Lien Agreements to which such Grantor is a party, including, without limitation, the reasonable, out-of-pocket fees and expenses disbursements of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in counsel to each case arising out Secured Party and of or in connection with or as a result counsel to the Collateral Agent subject to Section 1411 of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsIndenture. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, indemnify and to save the Collateral Agent and the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes (if any) which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral Agent for any transfer taxes or other taxes relating Grantor agrees to or incurred in connection with this Agreement pay, and shall indemnify and hold harmless to save the Collateral Agent and each other the Secured Party from Parties harmless from, any amounts that it is obligated and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to pay in the way execution, delivery, enforcement, performance and administration of such taxesthis Agreement to the extent the Issuers would be required to do so pursuant to Section 1411 of the Indenture. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section shall survive the expiration, cancellation, termination or modification of this Agreement, the (i) any resignation or removal of the Collateral AgentAgent hereunder or (ii) repayment of the Obligations and all other amounts payable under the Indenture, Notes, the other Note Documents and the provision of any subsequent or additional indemnity or any agreement to reimburse by any PersonOther Pari Passu Lien Agreements. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify, defend pay all reasonable and save and hold harmless documented out-of-pocket expenses incurred by the Collateral Administrative Agent, each other Secured Party and each of their respective Affiliates and their respective officersthe Arrangers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall paythe Syndication Agent, any Issuing Bank or any Lender, including, without limitation, the fees, disbursements and all claimsother charges of one firm of counsel for the Administrative Agent, damagesArrangers and Syndication Agent, lossestaken as a whole (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), liabilities of a single regulatory counsel and expenses (including reasonable fees a single local counsel in each appropriate jurisdiction and expenses in the case of an actual or potential conflict of interest where the Administrative Agent, any Arranger affected by such conflict or the Syndication Agent informs the Borrower of such conflict and thereafter retains its own counsel) that may be incurred by or asserted or awarded against any Indemnified Party, of another firm of counsel for such affected person), in each case arising out connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made or as a result Letters of Credit issued under the execution Credit Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claim, damage, loss, liability or expense is found negotiations in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct respect of such Indemnified Party Loans or its employees or agentsLetters of Credit. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Administrative Agent and the amount of Lenders harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay 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 reimburse disbursements of any kind or nature whatsoever with respect to the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with execution, delivery, enforcement, performance and administration of this Agreement and shall indemnify and hold harmless to the Collateral Agent and each other Secured Party from any amounts that it is obligated extent the Borrower would be required to pay in do so pursuant to Section 9.03 of the way of such taxesCredit Agreement. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 8.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) agrees to indemnifypay or reimburse each Secured Credit Party 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, defend and save and hold harmless the Collateral Agent, each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall Grantor agrees to pay, any or reimburse each Secured Credit Party for all its reasonable and all claims, damages, losses, liabilities documented out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with enforcing or as a result of the execution or delivery of preserving any rights under this Agreement and the other Loan Documents or Indenture Documents to which such Grantor is a party, including, without limitation, the performance by the Subsidiary Guarantors reasonable and documented out-of-pocket fees and disbursements of their respective obligations hereunder, except counsel to the extent such claimSecured Credit Parties and of counsel to the Administrative Agent (limited, damagewith respect to the Administrative Agent and the Secured Parties, lossto one outside counsel and local counsel as required, liability or expense is found and in a finalthe event of any actual conflict of interest, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, one additional counsel for the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsaffected parties). (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent the amount of Secured Credit Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary Guarantor (without duplication) shall pay agrees to pay, and to save the Secured Credit Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or reimburse disbursements of any kind or nature whatsoever with respect to the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 9.03 of the Credit Agreement and shall indemnify and hold harmless Section 7.07 of the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxes2033 Indenture. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (The agreements in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement Section 8.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) jointly and severally agrees to indemnifypay or reimburse each Secured Party and the Revolving Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against 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, defend including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Revolving Collateral Agent and the Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save and hold harmless the Revolving Collateral Agent, each the Administrative Agent and the other Secured Party Parties harmless from, (x) any and each of their respective Affiliates and their respective officersall liabilities with respect to, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) or resulting from and against, and (without duplication) shall payany delay in paying, any and all claimsstamp, 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 and (y) any and all liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses administration of this Agreement (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Partycollectively, the “indemnified liabilities”), in each case arising out of or in connection with or as a result of the execution or delivery of this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except to the extent such claimthe Parent Borrower would be required to do so pursuant to subsection 10.5 of the Revolving Credit Agreement, damage, loss, liability and in any event excluding any taxes or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the other indemnified liabilities arising from gross negligence or willful misconduct of such Indemnified Party or its employees or agents. (b) Each Subsidiary Guarantor (without duplication) will pay to the Revolving Collateral Agent Agent, the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itParty. (c) Each Subsidiary Guarantor (without duplication) The agreements in this subsection 9.4 shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Revolving Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnifypay or reimburse each Lender for all its costs and expenses incurred in collecting against such 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 Grantor is a party, defend including, without limitation, the fees and save and hold harmless the Collateral Agent, disbursements of counsel to each other Secured Party and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and trustees counsel to the Administrative Agent to the extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (each, an “Indemnified Party”a) from and againstEach Grantor agrees to pay, and (without duplication) shall payto save each Secured Party harmless from, any and all claimsliabilities with respect to, damagesor resulting from any delay in paying, lossesany and all stamp, liabilities and expenses (including reasonable fees and expenses of counsel) that excise, sales or other taxes which may be incurred by payable or asserted or awarded against determined to be payable with respect to any Indemnified Party, in each case arising out of the Collateral or in connection with or as a result any of the execution or delivery of transactions contemplated by this Agreement or the performance by the Subsidiary Guarantors of their respective obligations hereunderAgreement, except to the extent such claim, damage, loss, liability or expense is liabilities are found in by a final, nonappealable judgment by final and non-appealable decision of a court of competent jurisdiction to have resulted from, or to be attributable to, directly from the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsSecured Party. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor agrees to pay, and to save the Collateral Agent Lenders, the amount of Agents and Issuing Banks harmless from, any and all reasonable out-of-pocket expensesliabilities, including the reasonable fees and obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of its counsel and or disbursements of any experts kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) Agreement to the exercise or enforcement of any extent the Borrower would be required to do so pursuant to Section 9.3 of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itCredit Agreement. (c) Each Subsidiary Guarantor (without duplication) The agreements in this Section shall pay or reimburse survive repayment of the Collateral Agent for any transfer taxes or Obligations and all other taxes relating to or incurred in connection with this amounts payable under the Credit Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor (without duplication) Grantor agrees to indemnify and hold harmless that the Collateral Agent (in its agency capacity)provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each other Secured Party fromLender, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Person. (f) All amounts due under this Section 3.04 Issuing Bank shall be payable not later than 30 days after the delivery entitled to rely on each of written demand to the applicable Subsidiary Guarantor thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) Each Subsidiary To the same extent that the Loan Parties are required under such circumstances to do so pursuant to Section 11.04(a) of the Credit Agreement, each Guarantor (without duplication) jointly and severally agrees to indemnify, defend and save and hold harmless the Collateral Agent, each other Secured Party and pay or reimburse each of their respective Affiliates and their respective officersthe Secured Parties for all reasonable invoiced, directors, employees, agents, advisors and trustees (each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all claims, damages, losses, liabilities out-of-pocket costs and expenses (including the reasonable fees and documented fees, charges and expenses of counselPJT Partners LP under the PJT Letter Agreement, O’Melveny & Xxxxx LLP, Xxxxxxxx Xxxxxx & Finger, P.A., Xxxxxxxxx & Xxxxxxx LLP and Xxxxxx Xxxxxxxx LLP) that may be incurred by in collecting against such Guarantor under the guarantee contained in Section 2 or asserted otherwise enforcing or awarded against preserving any Indemnified Party, in each case arising out of or in connection with or as a result of the execution or delivery of rights under this Agreement or and the performance by the Subsidiary Guarantors of their respective obligations hereunder, except other Loan Documents to the extent which such claim, damage, loss, liability or expense Guarantor is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the gross negligence or willful misconduct of such Indemnified Party or its employees or agentsparty. (b) Each Subsidiary Guarantor (without duplication) will pay Grantor jointly and severally agrees to pay, and to hold each of the Collateral Agent the amount of Secured Parties harmless from, any and all reasonable out-of-pocket expensesliabilities with respect to, including the reasonable fees or resulting from any delay in paying, any and expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its counsel and of any experts and agents, that the Collateral Agent may incur or in connection with (i) the administration of this Agreement, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iii) the failure transactions contemplated by such Subsidiary Guarantor to perform or observe any of the provisions hereof required to be performed or observed by itthis Agreement. (c) Each Subsidiary To the same extent that the Loan Parties are required to do so under such circumstances pursuant to Section 11.04(b) of the Credit Agreement, each Guarantor (without duplication) shall pay jointly and severally agrees to pay, and to hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or reimburse disbursements of any kind or nature whatsoever with respect to the Collateral Agent for any transfer taxes or other taxes relating to or incurred in connection with execution, delivery, enforcement, performance and administration of this Agreement and shall indemnify and hold harmless each of the Collateral Agent and each other Secured Party from any amounts that it is obligated to pay in the way of such taxesLoan Documents. (d) Each Subsidiary Guarantor Any amounts received by the Secured Parties 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 (without duplication) agrees to indemnify and hold harmless the Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse the Collateral Agent (in its agency capacity) and each other Secured Party for minus any present or future claim for liability for any stamp commission or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction amounts charged in connection with this Agreementsuch 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 each of the Secured Parties, and if so permitted under applicable law and regulations, be received in Canadian Dollars by each of the Secured Parties. (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to agreements in this Agreement Section 8.4 shall survive the expiration, cancellation, termination or modification of this Agreement, the resignation or removal repayment of the Collateral Agent, Obligations and all other amounts payable under the Credit Agreement and the provision of any subsequent or additional indemnity or any agreement to reimburse by any Personother Loan Documents. (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the delivery of written demand to the applicable Subsidiary Guarantor therefor.