Common use of Enforcement Expenses; Indemnification Clause in Contracts

Enforcement Expenses; Indemnification. (a) 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. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand 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: (a) 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. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the pay or reimburse each Co-Collateral Agent and the other Indemnitees (as defined Credit Parties for all their costs and expenses incurred in collecting against any Grantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents, including, without limitation, the fees and disbursements of the Credit Parties’ counsel in accordance with the terms of the Credit Agreement; (b) againsteach Grantor agrees to pay, and hold each Indemnitee to save the Co-Collateral Agents and the other Credit 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 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, claims, damages, liabilities and related expensespenalties, including the reasonable feesactions, charges and judgments, suits, costs, expenses or disbursements of any counsel for 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; and (d) to the fullest extent permitted by applicable Law, no Grantor shall assert, and each Grantor hereby waives, any Indemnitee, incurred by or asserted claim against any Indemnitee 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 executiontransactions 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 any information or other materials distributed to such unintended recipients by any such Co-Collateral Agent or other Credit Party through telecommunications, delivery electronic or performance of other information transmission systems in connection with this Agreement or any claim, litigation, investigation the other Loan Documents or proceeding relating hereto, the transactions contemplated hereby or to the Collateral, whether thereby other than for direct 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 losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted actual damages resulting from the gross negligence or wilful willful misconduct of such IndemniteeCo-Collateral Agent or other Credit Party as determined by a final and non-appealable judgment of a court of competent jurisdiction. (ce) Any such The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable as provided hereunder shall be additional Obligations secured under the Credit Agreement and the other Loan Documents, the termination of the Commitments, the release of the Collateral from the Liens created hereby and by the other Security Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforAgreement.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor jointly and severally agrees to pay or reimburse the Collateral Agent shall be entitled to reimbursement of its and each other Secured Party for all their respective reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Collateral Agent and the Administrative Agent, in each case, to the extent the Borrowers would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor Each Guarantor jointly and severally agrees to indemnify pay, and to save the Collateral Agent, the Administrative Agent and the other Indemnitees 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 (as defined collectively, the “indemnified liabilities”), in Section 9.03 each case to the extent the Borrowers would be required to do so pursuant to Subsection 11.5 of the Credit Agreement) against, and hold each Indemnitee harmless fromin any event excluding any taxes or other indemnified liabilities arising from gross negligence, any and all losses, claims, damages, liabilities and related expenses, including bad faith or willful misconduct of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result ofCollateral Agent, the execution, delivery or performance of this Agreement Administrative Agent or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, other Secured Party as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemniteedecision. (c) Any such The agreements in this Subsection 9.4 shall survive repayment of the Obligations and all other amounts payable as provided hereunder shall be additional Obligations secured hereby under the Credit Agreement and by the other Security Loan Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand 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: (a) 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. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the pay or reimburse each Co-Collateral Agent and the other Indemnitees (as defined Credit Parties for all their costs and expenses incurred in collecting against any Grantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents, including, without limitation, the fees and disbursements of the Credit Parties’ counsel in accordance with the terms of the Credit Agreement; (b) againsteach Grantor agrees to pay, and hold each Indemnitee to save the Co-Collateral Agents and the other Credit 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 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, claims, damages, liabilities and related expensespenalties, including the reasonable feesactions, charges and judgments, suits, costs, expenses or disbursements of any counsel for 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; and (d) to the fullest extent permitted by applicable Law, no Grantor shall assert, and each Grantor hereby waives, any Indemnitee, incurred by or asserted claim against any Indemnitee 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 executiontransactions 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 any information or other materials distributed to such unintended recipients by any such Co-Collateral Agent or other Credit Party through telecommunications, delivery electronic or performance of other information transmission systems in connection with this Agreement or any claim, litigation, investigation the other Loan Documents or proceeding relating hereto, the transactions contemplated hereby or to the Collateral, whether thereby other than for direct 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 losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted actual damages resulting from the gross negligence or wilful willful misconduct of such Indemnitee. (c) Any such Co-Collateral Agent or other Credit Party as determined by a final and non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable as provided hereunder shall be additional Obligations secured under the Credit Agreement and the other Loan Documents, the termination of the Commitments, the release of the Collateral from the Liens created hereby and by the other Security Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforAgreement.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor jointly and severally agrees to pay or reimburse the Collateral Agent shall be entitled to reimbursement of its and each other Secured Party for all their respective reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Collateral Agent and the Administrative Agent, in each case, to the extent the Borrowers would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify pay, and to save the Collateral Agent, the Administrative Agent and the other Indemnitees Secured Parties harmless from, (as defined x) any and all liabilities with respect to, or resulting from any delay in Section 9.03 paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement and (y) 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 Borrowers would be required to do so pursuant to Subsection 11.5 of the Credit Agreement) against, and hold each Indemnitee harmless fromin any event excluding any taxes or other indemnified liabilities arising from gross negligence, any and all losses, claims, damages, liabilities and related expenses, including bad faith or willful misconduct of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result ofCollateral Agent, the execution, delivery or performance of this Agreement Administrative Agent or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, other Secured Party as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemniteedecision. (c) Any such The agreements in this Subsection 9.4 shall survive repayment of the Obligations and all other amounts payable as provided hereunder shall be additional Obligations secured hereby under the Credit Agreement and by the other Security Loan Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand therefor.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Subsidiary Grantor agrees to pay, or reimburse each Secured Party for, all its costs and expenses incurred in collecting against such Subsidiary Grantor under the guarantee contained in the Indenture, the Term Loan Agreement Guarantee or otherwise enforcing or preserving any rights under this Agreement, the other Notes Documents and the other Loan Documents to which such Subsidiary Grantor is a party, including 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 Collateral Agent shall be entitled to reimbursement of its reasonable expenses incurred hereunder as provided in Section 9.03 of the Credit AgreementAgent. (b) Without limitation of its indemnification obligations under Except to the other extent otherwise provided in the Indenture or the Term Loan DocumentsAgreement, each Subsidiary Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Grantor, jointly and by severally, agrees to indemnify, and to save the other Security Documents. The provisions Secured Parties harmless from, any and all liabilities, claims, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement to the extent such Grantor would be required to do so under the Indenture or any the Term Loan Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Indenture, the other Notes Documents, the Term Loan Agreement and the other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforDocuments.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse each Secured Party for all its costs and expenses incurred in collecting against such Grantor under the guarantee pursuant to 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 limitation, the fees and disbursements of counsel to each Secured Party. (a) Each Grantor agrees to pay, and to save 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 Agent shall be entitled to reimbursement of its reasonable expenses incurred hereunder as provided or in Section 9.03 connection with any of the Credit transactions contemplated by this Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, including the reasonable feesactions, charges and judgments, suits, costs, expenses or disbursements of any counsel for any Indemnitee, incurred by kind or asserted against any Indemnitee arising out of, in connection with, or as a result of, nature whatsoever with respect to the execution, delivery or delivery, enforcement, performance and administration of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 losses, claims, damages, liabilities or related expenses are determined by a court the Company would be required to do so pursuant to Section 7.07 of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such IndemniteeIndenture. (c) Any such The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable as provided hereunder under the Indenture and the other Indenture Documents. (d) Each Grantor agrees that the provisions of Section 7.07 of the Indenture are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be additional Obligations secured hereby and by the other Security Documents. The provisions entitled to rely on each of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ai) The parties hereto agree that Each Guarantor agrees to pay, or reimburse the Collateral Agent shall be entitled to reimbursement of Purchasers for, all its reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 2 hereof or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Credit AgreementPurchasers. (bii) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally Each Guarantor agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, including the reasonable feesactions, charges and judgments, suits, costs, expenses or disbursements of any counsel for any Indemnitee, incurred by kind or asserted against any Indemnitee arising out of, in connection with, or as a result of, nature whatsoever with respect to the execution, delivery or delivery, enforcement, performance and administration of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available Guarantee to the extent that the Company would be required to do so pursuant to the Purchase Agreement, except to the extent any such losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, expenses or related expenses are disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction jurisdiction. Claims for indemnification and defense by final and nonappealable judgment to have resulted from each Purchaser shall be made as provided in the gross negligence or wilful misconduct of such IndemniteePurchase Agreement. (civ) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of agreements in this Section 9.4 shall remain operative and survive, in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated herebyaccordance with their respective terms, the repayment of any of the Obligations, Obligations and all other amounts payable under the invalidity or unenforceability of any term or provision of this Purchase Agreement or any and the other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 9.4 shall be payable on written demand thereforTransaction Documents.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Borrower and each other Grantor agrees to: (i) pay or reimburse each Lender, each Affiliate of a Lender, the Collateral Agent shall be entitled to reimbursement of Administrative Agent, the Security Trustee, and their respective directors, officers, employees, attorneys and agents (collectively, the “Indemnified Parties”) for all its reasonable costs and expenses incurred hereunder as provided in Section 9.03 of the Credit Agreement. (b) Without limitation of its indemnification obligations enforcing or preserving any rights under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent this Agreement and the other Indemnitees Collateral Documents to which the Borrower or such other Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel for the Indemnified Parties, plus local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest, another firm of counsel for the Indemnified Party affected by such conflict; (as defined in Section 9.03 of the Credit Agreementii) againstpay, and hold to save each Indemnitee Indemnified Party harmless from, any and all lossesliabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales and other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and the other Collateral Documents; and (iii) indemnify and hold harmless each Indemnified Party from all loses, claims, damages, penalties, judgments, liabilities and related expenses, including the reasonable fees, charges and disbursements expenses of any counsel for any Indemnitee, incurred by kind or asserted against any Indemnitee arising out of, in connection with, or as a result of, nature whatsoever with respect to the execution, delivery or delivery, enforcement, performance and administration of this Agreement or any claimand the other Collateral Documents, litigation, investigation or proceeding relating hereto, or in each case to the Collateralextent the Borrower would be required to do so pursuant to, whether or not any Indemnitee is a party theretoand for the avoidance of doubt, subject to the limitations of, Section 11.13 of the Credit Agreement; provided that such indemnity each reference therein to a “Borrower” shall not, as be deemed to any Indemnitee, be available a reference therein to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final “Borrower and nonappealable judgment the other Grantors” and each reference therein to have resulted from the gross negligence or wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder “Indemnified Parties” shall be additional Obligations secured hereby and by deemed to be a reference therein to the other Security Documents“Indemnified Parties” as defined herein. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand therefor.4823-9888-3206v7 20

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor agrees to pay or reimburse the Collateral Administrative Agent shall be entitled to reimbursement of and each other Secured Party for all its reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and the Secured Parties to the extent any Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally Each Guarantor agrees to indemnify pay, and to save the Collateral Administrative Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes (other than Excluded Taxes) which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Guarantor agrees to pay, and by to save the Administrative Agent and the other Security Documents. The provisions Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement or to the extent any Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforDocuments.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Each Guarantor agrees to reimbursement of pay or reimburse each Lender for all its reasonable out-of-pocket costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 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 out-of-pocket fees and disbursements and other charges of counsel to each Secured Party and of counsel to the Administrative Agent, in each case, to the extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally Each Guarantor agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and to hold each Indemnitee Secured Party harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements Collateral or in connection with any of any counsel for any Indemnitee, incurred the transactions contemplated by or asserted against any Indemnitee arising out ofthis Agreement, in connection witheach case, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 losses, claims, damages, liabilities or related expenses are determined by a court the Borrower would be required to do so pursuant to Section 9.3 of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such IndemniteeCredit Agreement. (c) Any such Each Guarantor agrees to pay, and to hold the Lenders and the Agents harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable 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 extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable as provided hereunder shall be additional Obligations secured hereby under the Credit Agreement and by the other Security Loan Documents. The . (e) Each Grantor agrees that the provisions of this Section 9.4 shall remain operative and in full force and effect regardless 9.3(c) of the termination of this Credit Agreement or any other Loan Documentare incorporated herein by reference, the consummation of the transactions contemplated herebymutatis mutandis, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforas if each reference therein to Holdings were a reference to such Grantor.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse each Lender and the Collateral Agent shall be entitled to reimbursement of for all its reasonable costs and expenses incurred hereunder as provided in Section 9.03 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 disbursements of counsel (including the Credit Agreementallocated fees and expenses of in-house counsel) to the Agent and the Lenders. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify pay, and to save the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee Lenders harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Grantor agrees to pay, and by to save the other Security Documents. The provisions Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement to the extent the Borrower would be required to do so pursuant to Sections 9.5 and 10.3 of the Credit Agreement except those resulting from the Agent’s or any Lender’s willful misconduct or gross negligence. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforDocuments.

Enforcement Expenses; Indemnification. (a) The parties hereto agree Each Grantor agrees to pay or reimburse each Secured Party for all its costs and expenses incurred in collecting against such Grantor under the guaranty 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 the reasonable fees and disbursements of counsel to each Secured Party and of counsel to Administrative Agent. (b) Each Grantor agrees to pay, and to save each Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral Agent shall or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save each Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent Borrower would be entitled required to reimbursement of its reasonable expenses incurred hereunder as provided in do so pursuant to Section 9.03 9.2 or 9.3 of the Credit Agreement. (bd) Without limitation The agreements in this Section 8.4 shall survive repayment of its indemnification obligations under the other Loan Documents, each Obligations. (e) Each Grantor jointly and severally agrees to indemnify that the Collateral Agent and the other Indemnitees (as defined in provisions of Section 9.03 2.20 of the Credit Agreement) againstAgreement are hereby incorporated herein by reference, mutatis mutandis, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder Secured Party shall be additional Obligations secured hereby and by the other Security Documents. The provisions entitled to rely on each of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Borrower and each other Grantor agrees to: (i) pay or reimburse each Lender, each Affiliate of a Lender, the Collateral Agent shall be entitled to reimbursement of Administrative Agent, the Security Trustee, and their respective directors, officers, employees, attorneys and agents (collectively, the “Indemnified Parties”) for all its reasonable costs and expenses incurred hereunder as provided in Section 9.03 of the Credit Agreement. (b) Without limitation of its indemnification obligations enforcing or preserving any rights under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent this Agreement and the other Indemnitees Collateral Documents to which the Borrower or such other Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel for the Indemnified Parties, plus local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest, another firm of counsel for the Indemnified Party affected by such conflict; (as defined in Section 9.03 of the Credit Agreementii) againstpay, and hold to save each Indemnitee Indemnified Party harmless from, any and all lossesliabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales and other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and the other Collateral Documents; and (iii) indemnify and hold harmless each Indemnified Party from all loses, claims, damages, penalties, judgments, liabilities and related expenses, including the reasonable fees, charges and disbursements expenses of any counsel for any Indemnitee, incurred by kind or asserted against any Indemnitee arising out of, in connection with, or as a result of, nature whatsoever with respect to the execution, delivery or delivery, enforcement, performance and administration of this Agreement or any claimand the other Collateral Documents, litigation, investigation or proceeding relating hereto, or in each case to the Collateralextent the Borrower would be required to do so pursuant to, whether or not any Indemnitee is a party theretoand for the avoidance of doubt, subject to the limitations of, Section 11.13 of the Credit Agreement; provided that such indemnity each reference therein to a “Borrower” shall not, as be deemed to any Indemnitee, be available a reference therein to the extent that such losses, claims, damages, liabilities or related expenses are determined by “Borrower and the other Grantors” and each reference therein to the “Indemnified Parties” shall be deemed to be a court of competent jurisdiction by final and nonappealable judgment reference therein to have resulted from the gross negligence or wilful misconduct of such Indemnitee.“Indemnified Parties” as defined herein. 4823-9888-3206v7 20 (cb) Any such The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable as provided hereunder shall be additional Obligations secured hereby under the Credit Agreement and by the other Security Credit Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand therefor.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Each Grantor agrees to reimbursement of pay or reimburse each Secured Party for all its reasonable costs and expenses incurred hereunder as provided in Section 9.03 collecting against such Grantor under the guarantee pursuant to the Indenture or otherwise enforcing or preserving any rights under this Agreement and the other 9.75% Indenture Documents to which such Grantor is a party, including, without limitation, the fees and disbursements of the Credit Agreementcounsel to each Secured Party. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Grantor agrees to pay, and by to save the other Security Documents. The provisions Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement or any other Loan Document, to the consummation extent the Company would be required to do so pursuant to Section 7.07 of the transactions contemplated hereby, the Indenture. (d) The agreements in this Section shall survive repayment of any the Secured Obligations and all other amounts payable under the Indenture and the other 9.75% Indenture Documents. (e) Each Grantor agrees that the provisions of Section 7.07 of the ObligationsIndenture are hereby incorporated herein by reference, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Documentmutatis mutandis, or any investigation made by or on behalf of the Collateral Agent or any other and each Secured Party. All amounts due under this Section 9.4 Party shall be payable entitled to rely on written demand thereforeach of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay 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 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 the reasonable fees and disbursements of outside counsel to each Secured Party and outside counsel to the Collateral Agent shall and the Administrative Agent. (b) Each 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 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 entitled payable or determined to reimbursement be payable with respect to any of its the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each 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 incurred hereunder as provided in 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 Borrower would be required to do so pursuant to Section 9.03 11.4 (Indemnities) of the Credit Agreement. (bd) Without limitation The agreements in this Section shall survive repayment of its indemnification obligations the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand therefor.

Enforcement Expenses; Indemnification. (a) The parties hereto agree Each Grantor agrees to pay any and all reasonable and documented expenses (including all reasonable fees and disbursements of counsel) that the Collateral Agent shall may be entitled to reimbursement paid or incurred by any Secured Party in enforcing, or obtaining advice of its reasonable expenses incurred hereunder as provided counsel in Section 9.03 respect of, any rights with respect to, or collecting, any or all of the Credit Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Without limitation of its indemnification obligations under the other Loan Revolving Credit Documents, each Grantor jointly and severally agrees to indemnify pay, and to save the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, including the reasonable feesactions, charges and judgments, suits, costs, expenses or disbursements of any counsel for any Indemnitee, incurred by kind or asserted against any Indemnitee arising out of, in connection with, or as a result of, nature whatsoever with respect to the execution, delivery or delivery, enforcement, performance and administration of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 losses, claims, damages, liabilities or related expenses are determined by a court the Borrower would be required to do so pursuant to Section 13.5 of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such IndemniteeRevolving Credit Agreement. (cd) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of agreements in this Section 9.4 7.4 shall remain operative and in full force and effect regardless of the survive termination of this Agreement or any other Loan Revolving Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, Revolving Credit Document or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 9.4 7.4 shall be payable on written demand therefor.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse each Secured Party 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, including, without limitation, the fees and disbursements of counsel to each Secured Party and of counsel to the Administrative Agent. (b) Each Grantor agrees to pay, and to save 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 Agent shall or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor 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 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 entitled required to reimbursement of its reasonable expenses incurred hereunder as provided in do so pursuant to Section 9.03 10.5 of the Credit Agreement. (bd) Without limitation The agreements in this Section shall survive repayment of its indemnification obligations the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents, each . (e) Each Grantor jointly and severally agrees to indemnify that the Collateral Agent and the other Indemnitees (as defined in provisions of Section 9.03 2.20 of the Credit Agreement) againstAgreement are hereby incorporated herein by reference, mutatis mutandis, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder Secured Party shall be additional Obligations secured hereby and by the other Security Documents. The provisions entitled to rely on each of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the Collateral Agent shall be entitled to reimbursement of its for all their respective reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel 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) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify pay, and to save the Collateral Agent, the Administrative Agent and the other Indemnitees Secured Parties harmless from, (as defined x) any and all liabilities with respect to, or resulting from any delay in Section 9.03 paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement and (y) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement) against, and hold each Indemnitee harmless fromin any event excluding any taxes or other indemnified liabilities arising from gross negligence, any and all losses, claims, damages, liabilities and related expenses, including bad faith or willful misconduct of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result ofCollateral Agent, the execution, delivery or performance of this Agreement Administrative Agent or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, other Secured Party as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemniteedecision. (c) Any such The agreements in this Subsection 9.4 shall survive repayment of the Obligations and all other amounts payable as provided hereunder shall be additional Obligations secured hereby under the Credit Agreement and by the other Security Loan Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand therefor.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Each Grantor agrees to reimbursement of pay or reimburse each Secured Party for all its reasonable costs and expenses incurred hereunder as provided in collecting against such Grantor under the guarantee contained in Section 9.03 of the Credit Agreement. (b) Without limitation of its indemnification obligations 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan DocumentsDocuments to which such 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. Each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or with any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated herebyby this Agreement. Each Grantor agrees to pay, and to save the repayment 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 either Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. The agreements in this Section shall survive repayment of the Obligations, . Each Grantor agrees that the invalidity or unenforceability provisions of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf Section 2.20 of the Collateral Agent or any other Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party. All amounts due under this Section 9.4 Party shall be payable entitled to rely on written demand thereforeach of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Each Grantor agrees to reimbursement of pay or reimburse each Note Secured Party for all its reasonable costs and expenses incurred hereunder as provided in Section 9.03 enforcing or preserving any rights under this Agreement and the other Transaction Documents to which such Grantor is a party, including, without limitation, the fees and disbursements of counsel, (including the Credit Agreementallocated fees and expenses of in-house counsel) to each Note Secured Party and of counsel to the Agent. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Agent harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Grantor agrees to pay, and by to save the other Security Documents. The provisions of this Note Secured Parties (including all indemnitees pursuant to Section 9.4 shall remain operative and in full force and effect regardless 7.06 of the termination Indenture), harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or any other Loan Document, to the consummation extent the Company would be required to do so pursuant to Section 7.06 of the transactions contemplated herebyIndenture (it being understood and agreed that the indemnification obligations set forth in this Section 9.4(c) shall apply to the Note Secured Parties to the same extent that they apply to the Agent and the Holders under the Indenture). (d) Each Grantor agrees that the provisions of Section 7.06 and 18.18 of the Indenture are hereby incorporated herein by reference, the mutatis mutandis, and each Note Secured Party shall be entitled to rely on each of them as if they were fully set forth herein. (e) The agreements in this Section shall survive repayment of any of the Obligations, Secured Obligations and all other amounts payable under the invalidity or unenforceability of any term or provision of this Agreement or any Indenture and the other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 9.4 shall be payable on written demand thereforTransaction Documents.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Each Grantor agrees to reimbursement of pay or reimburse each Secured Party for all its reasonable out-of-pocket costs and expenses incurred hereunder as provided in Section 9.03 collecting against such Grantor under the guarantee contained in Article 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 disbursements of counsel to each Secured Party and of counsel to the Credit AgreementAdministrative Agent. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Grantor agrees to pay, and by to save the other Security Documents. The provisions Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement or any to the extent the Borrower would be required to do so pursuant to Section 11.04 of the Bridge Facility Agreement. (d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Bridge Facility Agreement and the other Loan Document, Documents. (e) Each Grantor agrees that the consummation provisions of Section 3.01 of the transactions contemplated herebyBridge Facility Agreement are hereby incorporated herein by reference, the repayment of any of the Obligationsmutatis mutandis, 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 and each Secured Party. All amounts due under this Section 9.4 Party shall be payable entitled to rely on written demand thereforeach of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Parent Guarantor agrees to reimbursement pay or reimburse each Guaranteed Party for all of its reasonable out-of-pocket costs and expenses incurred hereunder as provided in collecting against the Parent Guarantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Guaranty, including, without limitation, the reasonable and documented fees and disbursements of a single counsel to the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and a single local counsel to the other Indemnitees (Agent in each applicable jurisdiction; provided that such indemnity, as defined in to any Guaranteed Party, shall not be available under this Section 9.03 of 5.4(a) to the Credit Agreement) against, and hold each Indemnitee harmless from, any and all extent that such losses, claims, damages, liabilities and or related expensesexpenses constitute Guaranteed Obligations (which Guaranteed Obligations shall be governed by the other provisions of this agreement, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, whether or not any Indemnitee is a party theretowithout limitation Section 2.3 hereof); provided further that such indemnity shall not, as to any IndemniteeGuaranteed Party, 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 gross negligence or wilful willful misconduct of such Indemnitee. Guaranteed Party, (cii) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and result from a claim brought by the other Security Documents. The provisions Parent Guarantor against a Guaranteed Party for breach in bad faith of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement such Guaranteed Party’s obligations hereunder or under any other Loan Document, if the consummation Parent Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iii) result from any dispute among Guaranteed Parties other than as a result of any act or omission by the Parent Guarantor. (b) The agreements in this Section shall survive repayment of the transactions contemplated hereby, Guaranteed Obligations and all other amounts payable under the repayment of any of Credit Agreement and the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforDocuments.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the Collateral Agent shall be entitled to reimbursement of its for all their respective reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Collateral Agent and the Administrative Agent, in each case, to the extent any Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify pay, and to save the Collateral Agent, the Administrative Agent and the other Indemnitees Secured Parties harmless from, (as defined x) any and all liabilities with respect to, or resulting from any delay in Section 9.03 paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement and (y) 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 Borrowers would be required to do so pursuant to Subsection 11.5 of the Credit Agreement) against, and hold each Indemnitee harmless fromin any event excluding any taxes or other indemnified liabilities arising from gross negligence, any and all losses, claims, damages, liabilities and related expenses, including bad faith or willful misconduct of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result ofCollateral Agent, the execution, delivery or performance of this Agreement Administrative Agent or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, other Secured Party as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemniteedecision. (c) Any such The agreements in this Subsection 9.4 shall survive repayment of the Obligations and all other amounts payable as provided hereunder shall be additional Obligations secured hereby under the Credit Agreement and by the other Security Loan Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand therefor.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor agrees to pay or reimburse each Lender and the Collateral Administrative Agent shall be entitled to reimbursement of for all its reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable and documented fees and disbursements of one firm of counsel (together with any special and local counsel) to the Administrative Agent to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify pay, and to save the Collateral Administrative Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee Lenders harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection withwith respect to, or as a result ofresulting from any delay in paying, the executionany and all stamp, delivery excise, sales or performance of this Agreement other taxes which may be payable or any claim, litigation, investigation or proceeding relating hereto, or determined to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as be payable with respect to any Indemnitee, be available of the Collateral to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court the Borrower would be required to do so pursuant to Section 10.5 of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.Credit Agreement. 29 (c) Any such amounts payable as provided hereunder shall Each Guarantor agrees, jointly and severally, to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be additional Obligations secured hereby and by required to do so pursuant to Section 10.5 of the other Security Documents. Credit Agreement. (d) The provisions of agreements in this Section 9.4 shall remain operative and in full force and effect regardless survive repayment of the termination of this Obligations and all other amounts payable under the Credit Agreement or any and the other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforDocuments.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse each Secured Party 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 Note Documents and Loan Documents to which such Grantor is a party, including 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 Collateral Agent shall Agent. (b) Each Grantor agrees to pay, and to save 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 entitled payable or determined to reimbursement be payable with respect to any of its reasonable the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses incurred hereunder as provided in or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent IGN would be required to do so pursuant to Section 9.03 1.6 of the Note Purchase Agreement and Section 2.5 of the Credit Agreement. (bd) Without limitation The agreements in this Section shall survive repayment of its indemnification obligations the Obligations and all other amounts payable under the Credit Agreement, the Note Purchase Agreement and the other Loan Documents and Note Documents, each . (e) Each Grantor jointly agrees that the provisions of Section 1.11 of the Note Purchase Agreement and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 2.11 of the Credit Agreement) againstAgreement are hereby incorporated herein by reference, mutatis mutandis, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder Secured Party shall be additional Obligations secured hereby and by the other Security Documents. The provisions entitled to rely on each of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent (in the case of each Lender, after the occurrence and during the continuance of an Event of Default) for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel (but not both outside and in-house counsel)) to each Secured Party and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save 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 30 other taxes which may be payable or determined to be payable with respect to any of the Collateral Agent shall or in connection with any of the 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, 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 entitled required to reimbursement of its reasonable expenses incurred hereunder as provided in do so pursuant to Section 9.03 10.5 of the Credit Agreement. (bd) Without limitation The agreements in this Section shall survive repayment of its indemnification obligations the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents, each Grantor jointly and severally . (e) Each Guarantor agrees to indemnify that the Collateral Agent and the other Indemnitees (as defined in provisions of Section 9.03 2.19 of the Credit Agreement) againstAgreement are hereby incorporated herein by reference, mutatis mutandis, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder Secured Party shall be additional Obligations secured hereby and by the other Security Documents. The provisions entitled to rely on each of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse the Collateral Agent shall be entitled to reimbursement of for all its reasonable costs and expenses incurred hereunder as provided in Section 9.03 enforcing or preserving any rights under this Agreement and the other Note Purchase Documents to which such Grantor is a party, including, without limitation, the fees and disbursements of counsel (including the Credit Agreementallocated fees and expenses of in-house counsel) to the Collateral Agent. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify pay, and to save the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Grantor agrees to pay, and by to save the other Security Documents. The provisions Collateral Agent and the holders of this Section 9.4 shall remain operative Notes harmless from, any and in full force 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 effect regardless of the termination administration of this Agreement or any other Loan Document, to the consummation extent such Grantor would be required to do so pursuant to Section 5.1 of the transactions contemplated hereby, the repayment Collateral Agency Agreement. (d) Each Grantor's obligation to reimburse any holder of Notes for costs and expenses and to indemnify such holder for all liabilities with respect to this Agreement and any of the 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 Collateral shall be as provided in Section 16 of the Collateral Agent or any other Secured Party. All amounts due under Note Purchase Agreement. (e) The agreements in this Section 9.4 7.4 shall be survive repayment of the Obligations and all other amounts payable on written demand thereforunder the Note Purchase Agreement and the other Note Purchase Documents.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the Collateral Agent shall be entitled to reimbursement of its for all their respective reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 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 Collateral Agent and the Administrative Agent, in each case, to the extent any U.S. Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify pay, and to save the Collateral Agent, the Administrative Agent and the other Indemnitees Secured Parties harmless from, (as defined x) any and all liabilities with respect to, or resulting from any delay in Section 9.03 paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement and (y) 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 U.S. Borrowers would be required to do so pursuant to Subsection 11.5 of the Credit Agreement) against, and hold each Indemnitee harmless fromin any event excluding any taxes or other indemnified liabilities arising from gross negligence, any and all losses, claims, damages, liabilities and related expenses, including bad faith or willful misconduct of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result ofCollateral Agent, the execution, delivery or performance of this Agreement Administrative Agent or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, other Secured Party as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemniteedecision. (c) Any such The agreements in this Subsection 9.4 shall survive repayment of the Obligations and all other amounts payable as provided hereunder shall be additional Obligations secured hereby under the Credit Agreement and by the other Security Loan Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand therefor.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Each Guarantor agrees to reimbursement of pay or reimburse each Secured Party for all its reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 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 the Credit Agreementcounsel to each Secured Party. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally Each Guarantor agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by sales or asserted against any Indemnitee arising out of, other taxes which may be payable or determined to be payable in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Guarantor agrees to pay, and by to save the other Security Documents. The provisions Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement or any to the extent the Borrower would be required to do so pursuant to Section 12 of the Loan Agreement. (d) The agreements in this Section shall survive repayment of the Borrower Obligations and all other amounts payable under the Loan Agreement and the other Loan Document, Documents. (e) Each Guarantor agrees that the consummation provisions of Section 12.3 of the transactions contemplated herebyLoan Agreement are hereby incorporated herein by reference, the repayment of any of the Obligationsmutatis mutandis, 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 and each Secured Party. All amounts due under this Section 9.4 Party shall be payable entitled to rely on written demand thereforeach of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Each Guarantor agrees to reimbursement of pay or reimburse each Secured Party for all its reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 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 the Credit Agreementcounsel to each Secured Party. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally Each Guarantor agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by sales or asserted against any Indemnitee arising out of, other taxes which may be payable or determined to be payable in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Guarantor agrees to pay, and by to save the other Security Documents. The provisions Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement or any to the extent the Borrower would be required to do so pursuant to Section 12 of the Loan Agreement. (d) The agreements in this Section shall survive repayment of the Borrower Obligations and all other amounts payable under the Loan Agreement and the other Loan Document, Documents. (e) Each Guarantor agrees that the consummation provisions of Section 12.2 of the transactions contemplated herebyLoan Agreement are hereby incorporated herein by reference, the repayment of any of the Obligationsmutatis mutandis, 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 and each Secured Party. All amounts due under this Section 9.4 Party shall be payable entitled to rely on written demand thereforeach of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse each Lender and the Administrative Agent (in the case of each Lender, after the occurrence and during the continuance of an Event of Default) 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, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel (but not both outside and in-house counsel)) to each Secured Party and of counsel to the Administrative Agent. (b) Each Grantor agrees to pay, and to save 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 Agent shall or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor 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 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 entitled required to reimbursement of its reasonable expenses incurred hereunder as provided in do so pursuant to Section 9.03 10.5 of the Credit Agreement. (bd) Without limitation The agreements in this Section shall survive repayment of its indemnification obligations the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents, each . (e) Each Grantor jointly and severally agrees to indemnify that the Collateral Agent and the other Indemnitees (as defined in provisions of Section 9.03 2.19 of the Credit Agreement) againstAgreement are hereby incorporated herein by reference, mutatis mutandis, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder Secured Party shall be additional Obligations secured hereby and by the other Security Documents. The provisions entitled to rely on each of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse the Joint Collateral Agent shall be entitled to reimbursement for all of its reasonable costs and expenses incurred hereunder as provided in Section 9.03 enforcing or preserving any rights under this Agreement and the other Indenture Documents to which such Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Credit AgreementJoint Collateral Agent. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify pay, and to save the Joint Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such Each Grantor agrees to pay, and to save the Joint Collateral Agent and the 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 same extent each Grantor would be required to do so pursuant to Sections 7.7 and 10.1(a) of the Indenture, as if each Parity Lien Holder were a "Holder" under the Indenture. (d) The agreements in this Section 7.4 shall survive repayment of the Notes and all other amounts payable as provided hereunder shall be additional Obligations secured hereby and by under the Indenture, the other Security Documents. The provisions of this Section 9.4 shall remain operative Indenture Documents and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the documents evidencing Parity Lien 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. All amounts due under this Section 9.4 shall be payable on written demand therefor.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Pledgor agrees to pay, or reimburse each Secured Party and the Collateral Administrative Agent shall be entitled to reimbursement of for, all its reasonable out-of-pocket costs and expenses incurred hereunder as provided in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Pledgor is a party, including, without limitation, the reasonable fees and disbursements of outside counsel to each Secured Party and of outside counsel to the Administrative Agent to the extent any Borrower would be required to do so pursuant to Section 9.03 9.5 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally Each Pledgor agrees to indemnify pay, and to save the Collateral Administrative Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 losses, claims, damages, liabilities or related expenses are determined by a court any Borrower would be required to do so pursuant to Section 9.5 of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such IndemniteeCredit Agreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Pledgor agrees to pay, and by to save the other Security Documents. The provisions Administrative Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement or to the extent any Borrower would be required to do so pursuant to Section 9.5 of the Credit Agreement. (d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforDocuments.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse each Secured Party and the Collateral Agent shall be entitled to reimbursement of for all its reasonable costs and expenses incurred hereunder as provided in Section 9.03 enforcing or preserving any rights under this Agreement and the other First Lien Documents to which such Grantor is a party, including, without limitation, the fees and disbursements of counsel to the Credit AgreementTrustee and of counsel to the Collateral Agent. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally agrees to indemnify pay, and to save the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Grantor agrees to pay, and by to save the other Security Documents. The provisions Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement to the extent the Company would be required to do so pursuant to Section 7.07 of the Indenture or relevant provisions of any other Loan First Lien Document, the consummation . (d) The agreements in this Section 8.4 shall survive repayment of the transactions contemplated hereby, Obligations and all other amounts payable under the repayment of any of First Lien Documents and the Obligations, the invalidity resignation or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf removal of the Collateral Agent or any other Secured Party. All amounts due under this Section 9.4 shall be payable on written demand thereforAgent.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Guarantor agrees to pay, or reimburse each Secured Party and the Collateral Administrative Agent shall be entitled to reimbursement of for, all its reasonable costs and expenses incurred hereunder as provided in collecting against such Guarantor under the guarantee contained in Section 9.03 2 or otherwise enforcing (other than any such enforcement determined by a final, non-appealable judgment of a court to have been in bad faith) or preserving any rights under this Agreement and the Credit Agreementother Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the Administrative Agent. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally Each Guarantor agrees to indemnify pay, and to save the Collateral Administrative Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Guarantor agrees to pay, and by to save the other Security Documents. The provisions Administrative Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement or any to the extent the Borrower would be required to do so pursuant to Section 9.5 of the Term Loan Agreement. (d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Term Loan Agreement and the other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforDocuments.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Each Grantor agrees to reimbursement of pay or reimburse each Secured Party for all its reasonable costs and expenses incurred hereunder as provided in collecting against such Grantor under the guarantee contained in Section 9.03 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 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 Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (bc) Without limitation The agreements in this Section shall survive repayment of its indemnification obligations the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents, each . (d) Each Grantor jointly and severally agrees to indemnify that the Collateral Agent and the other Indemnitees (as defined in provisions of Section 9.03 2.20 of the Credit Agreement) againstAgreement are hereby incorporated herein by reference, mutatis mutandis, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder Secured Party shall be additional Obligations secured hereby and by the other Security Documents. The provisions entitled to rely on each of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Grantor agrees to pay or reimburse each Lender for all its reasonable and documented out-of-pocket 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 to the extent the Grantor would be required to do so pursuant to Section 9.3 of the Credit US-DOCS\148919012.9 Agreement, including the reasonable and documented out-of-pocket fees and disbursements and other charges of such legal counsel to the Collateral Agent shall and the Secured Parties as the Grantor would be entitled required to reimbursement of its reasonable expenses incurred hereunder as provided in pay or reimburse pursuant to Section 9.03 9.3 of the Credit Agreement. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees Subject to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 9.3 of the Credit Agreement) against, the Grantor agrees to pay, and to hold each Indemnitee Secured Party harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensescourt or documentary, including intangible, recording, filing or similar taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements Collateral or in connection with any of any counsel for any Indemnitee, incurred the transactions contemplated by or asserted against any Indemnitee arising out ofthis Agreement, in connection witheach case, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 losses, claims, damages, liabilities or related expenses are determined by a court the Grantor would be required to do so pursuant to Section 2.16(b) of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such IndemniteeCredit Agreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby The Grantor agrees to pay, and by to hold the other Security Documents. The provisions of this Section 9.4 shall remain operative Lenders and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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 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 other Secured Party. All amounts due under kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, in each case, to the extent the Grantor would be required to do so pursuant to Section 9.4 shall be payable on written demand therefor9.3 of the Credit Agreement. (d) The Grantor agrees that the provisions of Section 9.3(c) and (d) of the Credit Agreement are incorporated herein by reference, mutatis mutandis.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay or reimburse each Secured Party for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Grantor under the guarantee contained in Article 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 disbursements of counsel to each Secured Party and of counsel to the Administrative Agent. (b) Each Grantor agrees to pay, and to save 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 Agent shall or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor 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 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 entitled required to reimbursement of its reasonable expenses incurred hereunder as provided in do so pursuant to Section 9.03 10.04 of the Credit Agreement. (bd) Without limitation The agreements in this Section shall survive repayment of its indemnification obligations the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents, each . (e) Each Grantor jointly and severally agrees to indemnify that the Collateral Agent and the other Indemnitees (as defined in provisions of Section 9.03 3.01 of the Credit Agreement) againstAgreement are hereby incorporated herein by reference, mutatis mutandis, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder Secured Party shall be additional Obligations secured hereby and by the other Security Documents. The provisions entitled to rely on each of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled Each Grantor and/or Guarantor agrees to reimbursement of pay or reimburse each Secured Party for all its reasonable costs and expenses incurred hereunder as provided in collecting against such Grantor and/or Guarantor under the guarantee contained in Section 9.03 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor and/or Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the Credit Agreementallocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the Administrative Agent and the UK Security Agent. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Each Grantor jointly and severally and/or Guarantor agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) againstpay, and hold each Indemnitee to save the Secured Parties harmless from, any and all lossesliabilities with respect to, claimsor resulting from any delay in paying, damagesany and all stamp, liabilities and related expensesexcise, including sales or other taxes which may be payable or determined to be payable with respect to any of the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by Collateral or asserted against any Indemnitee arising out of, in connection with, or as a result of, with any of the execution, delivery or performance of transactions contemplated by this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such IndemniteeAgreement. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby Each Grantor and/or Guarantor agrees to pay, and by to save the other Security Documents. The provisions Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of this Section 9.4 shall remain operative any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and in full force and effect regardless of the termination administration of this Agreement to the extent the US Borrower or any the Cayman Borrower would be required to do so pursuant to Section 10.5 of the First Lien Credit Agreement. (d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the First Lien Credit Agreement and the other Loan Document, Documents. (e) Each Grantor and/or Guarantor agrees that the consummation provisions of Section 2.20 of the transactions contemplated herebyFirst Lien Credit Agreement are hereby incorporated herein by reference, the repayment of any of the Obligationsmutatis mutandis, 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 and each Secured Party. All amounts due under this Section 9.4 Party shall be payable entitled to rely on written demand thereforeach of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree Each Grantor agrees to pay or reimburse each Secured Party for all its costs and expenses incurred in collecting against such Grantor under the guaranty 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 the reasonable fees and disbursements of counsel to each Secured Party and of counsel to Administrative Agent. (b) Each Grantor agrees to pay, and to save each Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral Agent shall or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save each Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent Borrower would be entitled required to reimbursement of its reasonable expenses incurred hereunder as provided in do so pursuant to Section 9.03 9.2 or 9.3 of the Credit Agreement. (bd) Without limitation The agreements in this Section 8.4 shall survive repayment of its indemnification obligations under the other Loan Documents, each Obligations. (e) Each Grantor jointly and severally agrees to indemnify that the Collateral Agent and the other Indemnitees (as defined in provisions of Section 9.03 2.19 of the Credit Agreement) againstAgreement are hereby incorporated herein by reference, mutatis mutandis, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder Secured Party shall be additional Obligations secured hereby and by the other Security Documents. The provisions entitled to rely on each of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand thereforthem as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) The parties hereto agree that Each Grantor agrees to pay 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 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 the reasonable fees and disbursements of outside counsel to each Secured Party and outside counsel to the Collateral Agent shall and the Administrative Agent. (b) Each 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 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 entitled payable or determined to reimbursement be payable with respect to any of its the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each 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 incurred hereunder as provided in 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 9.03 11.4 (Indemnities) of the Credit Agreement. (bd) Without limitation The agreements in this Section shall survive repayment of its indemnification obligations the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Collateral, 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 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 wilful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 9.4 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the 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. All amounts due under this Section 9.4 shall be payable on written demand therefor.