Common use of Enforcement Expenses; Indemnification Clause in Contracts

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company would be required to do so pursuant to Section 13.5 of the Credit Agreement. (d) The agreements in this Section 8.5 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company a Borrower would be required to do so pursuant to Section 13.5 14.5 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay pay, or reimburse each Secured Party for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and all reasonable out of pocket expenses (the other Loan Documents to which such Guarantor is a party, including all the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of to the Administrative Agent and counsel in respect of, any rights with respect to, or collecting, any or all of to the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security AgreementLenders. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to on the extent the Company would be required to do so pursuant to terms set forth in Section 13.5 10.5 of the Credit Agreement. (d) The agreements in this Section 8.5 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse the Administrative Agent for all of its costs and expenses incurred in collecting against such Grantor under the guaranty contained in Article 2 hereof or otherwise enforcing or preserving any rights under this Agreement and all reasonable out of pocket expenses (including all the other Financing Documents to which such Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of to the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security AgreementAdministrative Agent. (b) Each Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Administrative 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 Security Agreement Agreement, to the same extent the Company each Grantor would be required to do so pursuant to Section 13.5 10.4 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations Lender Indebtedness and all other amounts payable under the Credit Agreement and the other Credit Financing Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company a Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security AgreementAgreement or any other Security Document. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or any Mortgage Property or in connection with any of the transactions contemplated by this Security AgreementAgreement or any other Security Document. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement or any other Security Document to the extent the Company U.S. Borrower would be required to do so pursuant to Section 13.5 14.2 of the Credit AgreementAgreement (whether or not then in effect). (d) The agreements in this Section 8.5 subsection 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement Agreement, Notes, and the other Credit Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Administrative 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 Security Agreement to the extent either of the Company Borrowers would be required to do so pursuant to Section 13.5 subsection 12.7 of the Credit Agreement. (d) The agreements in this Section 8.5 subsection 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company a Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company Borrower would be required to do so pursuant to Section 13.5 14.5 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and Agreement, the other Credit Documents, the Existing Notes and the Existing Notes Indentures.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company a Borrower would be required to do so pursuant to Section 13.5 12.5 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company a Borrower would be required to do so pursuant to Section 13.5 12.7 of the Credit Agreement. (d) The agreements in this Section 8.5 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees The parties hereto agree that the Collateral Agent and the other Secured Parties shall be entitled to pay any and all reasonable out reimbursement of pocket their expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party hereunder as provided in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all Section 11.04 of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Credit Agreement. (b) Each Grantor agrees to pay, and to save hold the Collateral Agent and the each other Secured Parties Party harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement, except Other Taxes covered in Section 3.01 of the Credit Agreement. (c) Each Grantor agrees to pay, and to save hold the Collateral Agent and the each other Secured Parties 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 Security Agreement to the extent the Company any Borrower would be required to do so pursuant to Section 13.5 11.04 of the Credit Agreement. (d) The agreements in this Section 8.5 7.04 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse the Administrative Agent for all of its costs and expenses incurred in collecting against such Grantor under the guaranty contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Agreement and all reasonable out of pocket expenses (including all the other Financing Documents to which such Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of to the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security AgreementAdministrative Agent. (b) Each Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Administrative 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 Security Agreement Agreement, to the same extent the Company each Grantor would be required to do so pursuant to Section 13.5 10.4 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations Lender Indebtedness and all other amounts payable under the Credit Agreement and the other Credit Financing Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse each of the Lenders and the Agents for all its reasonable costs and expenses incurred in collecting against such Grantor or otherwise enforcing or preserving any rights under this Agreement and all reasonable out of pocket expenses (including all the other Credit Documents to which such Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice counsel to the Administrative Agent and of counsel in respect of, any rights with respect to, or collecting, any or all each of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreementother Agents and Lenders. (b) Each Grantor agrees to pay, and to save the Collateral Agent Agents and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent Agents and the Secured Parties 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 Security Agreement to the extent the Company Borrower would be required to do so pursuant to Section 13.5 subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.5 subsection 7.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company Borrower would be required to do so pursuant to Section 13.5 12.7 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company would be required to do so pursuant to Section 13.5 7.07 of the Credit AgreementIndenture. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement Indenture and the other Credit Indenture Documents.

Enforcement Expenses; Indemnification. (a) Each The Grantor agrees to pay or reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and all reasonable out of pocket expenses (including all reasonable the other Loan Documents to which the Grantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice to each Bank and of counsel in respect of, any rights with respect to, or collecting, any or all of to the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security AgreementAdministrative Agent. (b) Each The Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties Banks 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 which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each The Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties Banks harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company Borrower would be required to do so pursuant to Section 13.5 11.5 of the Credit Agreement. (d) The agreements in this Section 8.5 7.4 shall survive repayment of the Credit Agreement Obligations and all other amounts payable under the Credit Agreement and the other Credit Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company Borrowers would be required to do so pursuant to Section 13.5 of the Credit Agreement. (d) The agreements in this Section 8.5 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse the Administrative Agent or any Lender for all its reasonable out-of-pocket costs and all reasonable out of pocket expenses (including all incurred in enforcing or preserving any rights under this Agreement and the other Security Instruments to which such Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel) that may counsel to the Administrative Agent to the same extent the Company would be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all required to do so pursuant to Section 10.4 of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Credit Agreement. (b) Each Grantor agrees to pay, and to indemnify and save the Collateral Administrative 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 that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to indemnify and save the Collateral Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the same extent the Company would be required to do so pursuant to Section 13.5 10.7 of the Credit Agreement. (d) The agreements in this Section 8.5 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Credit DocumentsSecurity Instruments.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company would be required to do so pursuant to Section 13.5 9.03 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement Agreement, the other Loan Documents, the Equal and Ratable Debt and the other Credit DocumentsE&R Debt Instruments.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse each Lender and the Agent 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 all reasonable out of pocket expenses (including all reasonable the other Loan Documents to which such Grantor is a party, including, without limitation, the fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice one counsel to the Lenders and of one counsel in respect of, any rights with respect to, or collecting, any or all of to the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security AgreementAgent. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties 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 Security Agreement to the extent the Company Borrowers would be required to do so pursuant to Section 13.5 9.04 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Loan Documents.

Enforcement Expenses; Indemnification. (a) Each The Grantor agrees to pay or reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and all reasonable out of pocket expenses (including all reasonable the other Loan Documents to which the Grantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of inhouse counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice to each Bank and of counsel in respect of, any rights with respect to, or collecting, any or all of to the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security AgreementAdministrative Agent. (b) Each The Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties Banks 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 which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each The Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties Banks harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company Borrower would be required to do so pursuant to Section 13.5 11.5 of the Credit Agreement. (d) The agreements in this Section 8.5 7.4 shall survive repayment of the Credit Agreement Obligations and all other amounts payable under the Credit Agreement and the other Credit Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Administrative 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 Security Agreement to the extent either of the Company Borrower would be required to do so pursuant to Section 13.5 12.7 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Administrative 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 Security Agreement to the extent either of the Company Borrower would be required to do so pursuant to Section 13.5 subsection 12.7 of the Credit Agreement. (d) The agreements in this Section 8.5 subsection 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Administrative 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 Security Agreement to the extent either of the Company Borrowers would be required to do so pursuant to Section 13.5 12.7 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company would be required to do so pursuant to Section 13.5 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

Enforcement Expenses; Indemnification. (a) Each The Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Grantor under this Security Agreement. (b) Each The Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. (c) Each The Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Company a Borrower would be required to do so pursuant to Section 13.5 12.5 of the Credit Agreement. (d) The agreements in this Section 8.5 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.