Common use of Indemnification and Survival Clause in Contracts

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan Documents, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including including, subject to the limitations in subclause (y) of the last sentence in this paragraph, the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) ), joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the Acquisition, the execution or delivery of this Guaranty, any other Loan Document or any Guaranteed Cash Management Agreement, Guaranteed Hedge Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent that such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger Arranger, any L/C Issuer or any Swing Line Lender or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger Arranger, such L/C Issuer or any Swing Line Lender or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party Indemnitee is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the LendersLenders and the L/C Issuers, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. To the fullest extent permitted by applicable law, no Guarantor shall assert, and hereby waives, any claim against any Indemnitee, 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 Guaranty, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby. No Indemnitee 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 such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any Guaranteed Cash Management Agreement, Guaranteed Hedge Agreement or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger Arranger, any L/C Issuer or the Swing Line Lender or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger Arranger, such L/C Issuer or the Swing Line Lender or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the LendersLenders and the L/C Issuers, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantors or remedies of the Guaranteed Parties under this Guaranty, each Guarantor shall, to the other Loan Documentsfullest extent permitted by law, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees Guaranteed Parties from and against (against, and will reimburse each Indemnitee as the same are incurred for) shall pay on demand, any and all actionsdamages, suitslosses, proceedings liabilities, claims and related expenses (including attorneys’ fees charges and disbursements and the allocated costs and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent or any investigations other Guaranteed Party in connection with or inquiries)as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms; provided that such indemnity shall not, as to any Guarantied Party be available to the extent that such losses, claims, damages, losses, liabilities and or related expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or negligence, willful misconduct or fraud of such Indemnitee Guaranteed Party, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith of such Guaranteed Party’s material obligations under the Loan Documents or (2z) results result from a claim brought by the Guarantor Borrower or any other Loan Party against an Indemnitee a Guaranteed Party for a material breach in bad faith of such IndemniteeGuaranteed Party’s obligations hereunder or under any other Loan Document, if the Guarantor Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor Guarantors under this section provision shall survive the payment in full of the Guarantied Guaranteed Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation (a) Subject to the terms of its indemnification obligations under the other Loan Documentsthis Agreement, including, without limitation, Section 7(c) hereof, the Guarantor agrees to indemnify Company and each Seller shall, jointly and severally, indemnify, pay, defend and hold the Purchasers and each of the Purchasers' officers, directors, employees and agents and their respective affiliates (the "Indemnitees") harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings (including any investigations or inquiries), claims, damagescosts, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered bywhatsoever, asserted against or involve an Indemnitee or brought by including, without limitation, the Guarantor, any actual and reasonable fees and disbursements of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including counsel for such Indemnitees in connection with any investigationinvestigative, litigation administrative or proceeding judicial proceeding, whether or preparation not such Indemnitees shall be designated a party thereto, which may be (i) imposed on such Indemnitee, (ii) incurred by such Indemnitee, or (iii) asserted against such Indemnitee by a third party, as a result of the misrepresentation, violation or breach of any representation, warranty, covenant, agreement or obligation of the Company under this Agreement or the other agreements contemplated herein. Without limiting the generality of the foregoing, the Purchasers shall be deemed to have suffered liability, loss or damage as a defense result of the untruth, inaccuracy or breach of any such representations, warranties, covenants, agreements or obligations if such liability, loss or damage shall be suffered by the Company as a result of, or in connection therewith with, such untruth, inaccuracy or breach of any facts or circumstances constituting such untruth, inaccuracy or breach. (including b) The representations and warranties of the Company set forth in connection with the enforcement of this Agreement and the indemnification obligations set forth herein)in Section 7(a) shall survive the execution or and delivery of this GuarantyAgreement, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act investigation by or on behalf of any Indemnitee. Notwithstanding Party and the foregoingClosing and shall terminate at 5:00 PM (Pacific time) on April 30, 2006 and be of no further force or effect after such time, except that (i) the representations and warranties set forth in Section 2(b), Sections 2(j)(i), (xii) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor and (such consent not to be unreasonably withheld or delayedv) and Section 2(z), provided that and the Guarantor indemnification obligations set forth in Section 7(a) related thereto, shall have no liability for any settlement entered into without its consentsurvive forever and shall not terminate, and (yii) the representations and warranties set forth in Section 2(n), Section 2(o), Section 2(q) and Section 2(s), and the indemnification obligations set forth in Section 7(a) related thereto, shall survive the Closing until the expiration of the applicable statutes of limitations (taking into account all extensions thereof); provided, however, that in the event notice for indemnification under Section 7(a) shall have been given within the applicable survival period, the representation and warranty that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. The respective covenants, agreements and obligations of the Parties (exclusive of their respective representations and warranties which shall survive as indicated in the first sentence hereof) set forth in this Agreement or in any certificate, document or other instrument delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement, any investigation by or on behalf of any other party hereto, and the Closing without limitation; provided, however, that the covenants, agreements and obligations of the Company set forth in Section 4(e) and Sections 4(i) through 4(v) shall terminate and be of no further force and effect immediately upon the earlier to occur of a Qualified Public Offering or the conversion into Common Stock of at least 75% of all issued shares of Series A Preferred Stock. (c) Notwithstanding the provisions of Section 7(a), (i) no Seller shall have any liability pursuant Section 7(a) unless the aggregate amount of all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements incurred, or deemed to have been incurred, by the Indemnitees exceeds $250,000, in which event the entire aggregate amount thereof (subject to clause (ii) of this Section with respect 7(c)) shall be indemnified by the Sellers pursuant to Section 7(a), and (ii) the feesmaximum aggregate liability of the Sellers under Section 7(a) shall not exceed, charges and disbursements of any counsel for any Indemnitee shall be limited solely and exclusively to, the Indemnification Escrow Fund; provided, however, that nothing in this Section 7(c) shall limit the liability of the Founders pursuant to Section 4(h). No Seller shall have any right of contribution from the Company for any indemnification claim by the Indemnitees. (d) Pursuant to the reasonable Repurchase Agreement, the Sellers shall agree and documented fees and expenses of (A) one outside counsel for acknowledge that the Administrative Agent and Company shall deposit the Lead Arrangers, taken together, (B) one additional outside counsel for Indemnification Escrow Amount with the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) escrow agent pursuant to the Indemnification Escrow Agreement. The Indemnification Escrow Fund shall be governed by the terms set forth in the case Indemnification Escrow Agreement. Payment from the Indemnification Escrow Fund, of an actual or perceived conflict of interest with respect any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements indemnified by the Sellers pursuant to any Section 7(a), shall be made pursuant to the terms of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this GuarantyIndemnification Escrow Agreement.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan Documents, the Guarantor agrees to indemnify protect, defend, indemnify, and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any each Lender, and each of their respective Related Parties (in each casecollectively, acting in its capacity the "Indemnified Parties"), from and against all demands, claims, actions, suits, damages, judgments, fines, penalties, liabilities, and costs and expenses, including reasonable costs of attorneys and related costs of experts such as such) accountants (collectively, the "Indemnified Liabilities"), actually incurred by the other IndemniteesIndemnified Parties which are related to any litigation or proceeding relating to this Agreement, the Loan Documents, or the transactions contemplated thereunder, INCLUDING INDEMNIFIED LIABILITIES CAUSED BY ANY INDEMNIFIED PARTIES' OWN NEGLIGENCE, but not Indemnified Liabilities which are a result of any Indemnified Parties' gross negligence or willful misconduct. The provisions of this paragraph shall survive any purported termination of this Agreement and the Loan Documents that does not expressly reference this paragraph. This Agreement may be executed in multiple counterparts each of which shall constitute one and the same agreement. All notices shall be given in the manner required under Section 10.02 of the Credit Agreement to the following addresses: If to Guarantor: CEC Entertainment, Inc. 0000 X. Xxxxxxx Xxxxxxx Xxxxxx, Xxxxx 00000 Attn: Chief Financial Officer Telephone: (000) 000-0000 Telecopier: (000) 000-0000 with a copy to: c/o CEC Entertainment, Inc. 0000 X. Xxxxxxx Xxxxxxx Xxxxxx, Xxxxx 00000 Attn: Legal Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If to the Administrative Agent: Bank of America, such Arranger or such Related PartyN.A., as applicableAdministrative Agent under the Amended and Restated Credit Agreement dated as of July 18, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor2005, any of its Subsidiariesamong CEC Entertainment Concepts, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section)L.P., the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party financial institutions parties thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers000 X. Xx Xxxxx Xxxxxx XX 1-231-08-30 Xxxxxxx, taken togetherXX 00000 Attn: Xxxxxxx Xxxx, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.Vice President Telephone: 000-000-0000 Telecopier: 000-000-0000

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Lender Swap Contract, the Guarantor agrees to indemnify and hold harmless the Administrative Agent Guarantied Party and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee Attorney Costs and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity), in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)therewith) the execution or delivery of this Guaranty, any other Loan Document or any Lender Swap Contract or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) Guarantied Party and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment found to have resulted from the such Indemnitees’ gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) abovemisconduct. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the The Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle control the defense or settlement of any such claim or action without and to select counsel with respect thereto, which counsel shall be subject to the consent approval of the Guarantor Indemnitee (such consent approval not to be unreasonably withheld or delayed); provided, provided however, that the Guarantor shall have no liability for not consent to any settlement entered into without its consent, and (y) or to the indemnification obligations under this Section entry of any judgment with respect to such claim or action that does not include a complete release of the feesIndemnitee from all liability with respect thereto or which imposes any liability or obligation on the Indemnitee without the prior written consent of the Indemnitee. Notwithstanding the Guarantor’s right to appoint counsel to represent the Indemnitee in an action, charges and disbursements of any counsel for any the Indemnitee shall be limited have the right to employ separate counsel (including local counsel) if (i) the use of counsel chosen by the Guarantor to represent the Indemnitee would present such counsel with a conflict of interest or (ii) the Guarantor shall not have employed counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable and documented time after notice of the institution of such action. It is understood that the Guarantor shall not, in connection with any action or claim or related actions or claims, be liable for fees and expenses of more than one primary such separate counsel (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) at least one local or foreign counsel in each relevant jurisdiction, (Daffected jurisdiction to the extent reasonably necessary) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any for all of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictIndemnitees. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.. Form of Company Guaranty

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Lender Swap Contract, the each Guarantor agrees to indemnify and hold harmless the Administrative Agent Guarantied Party and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee Attorney Costs and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity), in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)therewith) the execution or delivery of this Guaranty, any other Loan Document or any Lender Swap Contract or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) Guarantied Party and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment found to have resulted from the such Indemnitees’ gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) abovemisconduct. The Each Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the such Guarantor or its Subsidiaries or Affiliates or the such Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the each Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek Form of Subsidiary Guaranty indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the any Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Each Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle control the defense or settlement of any such claim or action without and to select counsel with respect thereto, which counsel shall be subject to the consent approval of the Guarantor Indemnitee (such consent approval not to be unreasonably withheld or delayed); provided, provided however, that no Guarantor shall consent to any settlement or to the entry of any judgment with respect to such claim or action that does not include a complete release of the Indemnitee from all liability with respect thereto or which imposes any liability or obligation on the Indemnitee without the prior written consent of the Indemnitee. Notwithstanding each Guarantor’s right to appoint counsel to represent the Indemnitee in an action, the Indemnitee shall have the right to employ separate counsel (including local counsel) if (i) the use of counsel chosen by any Guarantor to represent the Indemnitee would present such counsel with a conflict of interest or (ii) no Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect employed counsel satisfactory to the feesIndemnitee to represent the Indemnitee within a reasonable time after notice of the institution of such action. It is understood that no Guarantor shall, charges and disbursements of in connection with any counsel action or claim or related actions or claims, be liable for any Indemnitee shall be limited to the reasonable and documented fees and expenses of more than one primary such separate counsel (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) at least one local or foreign counsel in each relevant jurisdiction, (Daffected jurisdiction to the extent reasonably necessary) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any for all of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictIndemnitees. The obligations of the each Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan Documents, the Each Guarantor agrees to indemnify protect, defend, indemnify, and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any each Lender, and each of their respective Related Parties (in each casecollectively, acting in its capacity the "Indemnified Parties"), from and against all demands, claims, actions, suits, damages, judgments, fines, penalties, liabilities, and costs and expenses, including reasonable costs of attorneys and related costs of experts such as such) accountants (collectively, the "Indemnified Liabilities"), actually incurred by the other IndemniteesIndemnified Parties which are related to any litigation or proceeding relating to this Agreement, the Loan Documents, or the transactions contemplated thereunder, INCLUDING INDEMNIFIED LIABILITIES CAUSED BY ANY INDEMNIFIED PARTIES' OWN NEGLIGENCE, but not Indemnified Liabilities which are a result of any Indemnified Parties' gross negligence or willful misconduct. The provisions of this paragraph shall survive any purported termination of this Agreement and the Loan Documents that does not expressly reference this paragraph. This Agreement may be executed in multiple counterparts each of which shall constitute one and the same agreement. All notices shall be given in the manner required under Section 10.02 of the Credit Agreement to the following addresses: If to any Guarantor: c/o CEC Entertainment, Inc. 0000 X. Xxxxxxx Xxxxxxx Xxxxxx, Xxxxx 00000 Attn: Chief Financial Officer Telephone: (000) 000-0000 Telecopier: (000) 000-0000 with a copy to: c/o CEC Entertainment, Inc. 0000 X. Xxxxxxx Xxxxxxx Xxxxxx, Xxxxx 00000 Attn: Legal Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If to the Administrative Agent: Bank of America, such Arranger or such Related PartyN.A., as applicableAdministrative Agent under the Amended and Restated Credit Agreement dated as of July 18, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor2005, any of its Subsidiariesamong CEC Entertainment Concepts, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section)L.P., the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party financial institutions parties thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent 000 X. Xx Xxxxx Xxxxxx XX 1-231-08-30 Xxxxxxx, XX 00000 Attn: Xxxxxxx Xxxx, Vice President Telephone: 000-000-0000 Telecopier: 000-000-0000 Any present or future Required Guarantor may become a Guarantor under and a party to this Agreement by executing and delivering to the Lead Arrangers, taken together, (B) one additional outside counsel for Administrative Agent the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any documents required by Section 6.12 of the counsel identified Credit Agreement or by otherwise assuming in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations writing in favor of the Administrative Agent the liabilities of a Guarantor under this section Agreement. Upon execution and delivery of such documents or otherwise assuming the liabilities of a Guarantor under this Agreement such Subsidiary shall survive the payment in full of the Guarantied Obligations be deemed to be a Guarantor under this Agreement and termination of a party to this GuarantyAgreement for all purposes hereunder.

Indemnification and Survival. Without limitation of its indemnification obligations under Each Guarantor shall jointly and severally indemnify the other Loan DocumentsGuaranteed Parties and their respective officers, the Guarantor agrees to indemnify directors, employees, Affiliates, agents and attorneys (each such Person being called an “Indemnitee”) against, and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) harmless from, any and all actionslosses, suits, proceedings (including any investigations or inquiries), claimsClaims, damages, losses, liabilities and expenses (related expenses, including the reasonable and customary fees, charges and disbursements of any counsel of for any Indemnitee, incurred by or asserted against any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entityarising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, Guaranty or any other Loan Document or any agreement or instrument contemplated hereby (other than expenses in connection with the execution and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration delivery of this Guaranty and the other Loan Documents except dated of even date herewith, which expenses shall only be paid by the Borrower to the extent provided in Section 12.03(a) of the Credit Agreement) or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or the parties to any other Loan Document of their respective Guarantee Obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or by any other Loan Document, (ii) the failure of any Guarantor or their respective subsidiaries to comply with the terms of any Loan Document, including this Guaranty, or with any governmental requirement, (iii) any inaccuracy of any representation or any breach of any warranty or covenant of any Guarantor set forth in any of the Loan Documents or any instruments, documents or certifications delivered in connection therewith, (iv) any Loan or Letter of Credit or the use of the Proceeds therefrom, including, without limitation, (a) any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit issued by such actionIssuing Bank if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, suitor (b) the payment of a drawing under any Letter of Credit notwithstanding the non-compliance, proceedingnon-delivery or other improper presentation of the documents presented in connection therewith, claim(v) any other aspect of the Loan Documents, damage(vi) the operations of the business of the Guarantors or their respective Subsidiaries by the Guarantors or their respective Subsidiaries, loss(vii) any assertion that the Guaranteed Parties were not entitled to receive the Proceeds received pursuant to the Security Instruments, liability (viii) any Environmental Law applicable to any Guarantor or expense either its Subsidiaries or any of their properties, including without limitation, the presence, generation, storage, release, threatened release, use, transport, disposal, arrangement of disposal or treatment of oil, oil and gas wastes, solid wastes or Hazardous Materials on any of their properties, (ix) the breach or non-compliance by the Guarantors or their respective Subsidiaries with any Environmental Law applicable to the Guarantors or their respective Subsidiaries, (x) the past ownership by the Guarantors or their respective Subsidiaries of any of their properties or past activity on any of their properties which, though lawful and fully permissible at the time, could result in present liability, (1xi) the presence, use, release, storage, treatment, disposal, generation, threatened release, transport, arrangement for transport or arrangement for disposal of oil, oil and gas wastes, solid wastes or hazardous substances on or at any of the properties owned or operated by the Guarantors or their respective Subsidiaries or any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Guarantors or their respective Subsidiaries, (xii) any environmental liability related in any way to the Guarantors or their respective Subsidiaries, or (xiii) any other environmental, health or safety condition in connection with the Loan Documents, (xiv) the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission system in connection with this Guaranty, the other Loan Documents or the transactions contemplated hereby or thereby, or (xv) any actual or prospective Claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by a third party or any Guarantor, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, and such indemnity shall extend to each Indemnitee notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive, whether an affirmative act or an omission, including without limitation, all types of negligent conduct identified in the restatement (second) of torts of one or more of the Indemnitees or by reason of strict liability imposed without fault on any one or more of the Indemnitees; 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 willful misconduct of such Indemnitee or (2) results from a claim brought by Indemnitee, and provided further that the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from indemnity set forth herein shall not apply to disputes solely between or among Indemnitees (except that in the event of Lenders unless such dispute involving a claim results from any Claim arising out of any request, act or proceeding brought omission on the part of any Guarantor or against the Administrative Agentarranger, an Arranger any agent or any of their respective Related Parties (in each case, acting Issuing Bank in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgmentconnection with the Loan Documents. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with With respect to the obligation to reimburse an Indemnitee for fees, charges and disbursements of any counsel, each Indemnitee agrees that all Indemnitees will as a group utilize one primary counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) plus no more than one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, jurisdiction where a proceeding that is the subject matter of the indemnity is located) unless (D1) any necessary special or regulatory counsel and (E) in the case of an actual or perceived there is a conflict of interest among Indemnitees, (2) defenses or claims exist with respect to any of the one or more Indemnitees that are not available to one or more other Indemnitees or (3) special counsel identified in clauses (A) through (D) above, such additional counsel is required to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of be retained and the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guarantyconsents to such retention.

Indemnification and Survival. Without limitation In consideration of its indemnification obligations under the other Loan Documentsexecution and delivery of this letter agreement by us, you hereby indemnify, exonerate and hold us and each of our officers, directors, employees and agents (collectively, the Guarantor agrees to indemnify "INDEMNIFIED PARTIES") free and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, causes of action, suits, proceedings losses, costs, liabilities, damages and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan; (b) the entering into and performance of this letter agreement by any of the Indemnified Parties (including any investigations action brought by or inquiries), claims, damages, losses, liabilities and expenses (including on behalf of you as the reasonable fees, charges and disbursements result of any counsel of determination by us pursuant to SECTION 10 not to fund any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemniteeborrowing); (c) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or preparation other matter relating to the protection of the environment and you; or (d) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by you of any hazardous material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any environmental law), regardless of whether caused by, or within the control of, you, except for any such Indemnified Liabilities arising for the account of a defense in connection therewith (including in connection with the enforcement particular Indemnified Party by reason of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the relevant Indemnified Party's gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentwilful misconduct, and if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled the foregoing undertaking may be unenforceable for any reason, you hereby agree to such indemnification by virtue make the maximum contribution to the payment and satisfaction of one or both each of the exceptions in clauses (x) and (y) aboveIndemnified Liabilities which is permissible under applicable law. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification Your obligations under this Section with respect to the fees, charges SECTION 21 and disbursements of any counsel for any Indemnitee under SECTION 19 shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdictioncase survive any termination of this letter agreement, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of all obligations hereunder and the Guarantied Obligations and termination of our commitment hereunder. The representations and warranties made by you in this Guarantyletter agreement shall survive the execution and delivery of this letter agreement and the making of any Loan hereunder.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan Documents, the Each Guarantor jointly and severally agrees (i) to indemnify and hold harmless the Administrative Agent and the other Indemnitees Secured Parties (collectively, the “Indemnitees”) from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actionsclaims, suits, proceedings (including any investigations or inquiries), claimslosses, damages, losses, liabilities and related expenses of whatsoever kind or nature (other than claims for Taxes, which shall be governed solely by Section 2), including the reasonable fees, charges and disbursements of any one counsel together with one local counsel, if necessary, in each relevant jurisdiction and, if necessary, one regulatory counsel (and one additional counsel if an actual or potential conflict of any Indemnitee interest exists among the Indemnitees) and (ii) to reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and time (including the fees, charges and disbursements for attorneys who may be employees of one counsel together with one local counsel, if necessary, in each relevant jurisdiction and if necessary, one regulatory counsel (and one additional counsel if an actual or potential conflict of interest exists among the Indemnitees)), arising in connection with any Indemnitee) joint amendment, waiver or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates modification to this Agreement or any other Person or entity, in each case, Loan Document and the administration thereof and the Administrative Agent for all out-of-pocket costs and expenses (including attorney’s fees) arising out of or in connection with or by reason resulting from any failure of (including in connection with any investigationGuaranteed Obligations to be the legal, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement valid and binding obligations of the indemnification obligations set forth herein)Borrowers enforceable against the Borrowers in accordance with their terms; provided, with respect to clause (i) the execution or delivery of this Guarantyabove, that such indemnity shall not, as to any other Loan Document or any agreement or instrument contemplated hereby and thereby orIndemnitee, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except be available to the extent that such actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (x) (1) is are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2y) results result from a claim brought by the any Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the such Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations jurisdiction. If and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing obligations of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect 14 are unenforceable for any reason, such Guarantor hereby agrees to make the maximum contribution to the fees, charges payment and disbursements satisfaction of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictobligations which is permissible under applicable law. The obligations of the Guarantor Guarantors under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including including, subject to the limitations in subclause (y) of the last sentence in this paragraph, the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) ), joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the Acquisition, the execution or delivery of this Guaranty, any other Loan Document or any Guaranteed Cash Management Agreement, Guaranteed Hedge Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent that such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger Arranger, any L/C Issuer or any Swing Line Lender or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger Arranger, such L/C Issuer or any Swing Line Lender or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party Indemnitee is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the LendersLenders and the L/C Issuers, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation (a) Ezlogin's representations and warranties set forth in Article II or in any instrument delivered pursuant to this Agreement will survive until the first anniversary of its indemnification obligations under the other Loan DocumentsClosing, provided, however that Ezlogin's representations and warranties set forth in Sections 2.1, 2.2 and 2.3 shall survive the Closing and continue into perpetuity. All of 724 Solutions' or Merger Sub's representations and warranties contained herein or in any instrument delivered pursuant hereto shall terminate at the Effective Time. (b) Subject to the limitations set forth in this Article VIII, the Guarantor agrees to Holders will indemnify and hold harmless 724 Solutions and its officers, directors, agents and employees, and each person, if any, who controls or may control 724 Solutions within the Administrative Agent meaning of the Securities Act (hereinafter referred to individually as a "724 Solutions Indemnified Person" and the other Indemnitees collectively as "724 Solutions Indemnified Persons") from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actionslosses, suits, proceedings (including any investigations or inquiries), claimscosts, damages, losses, liabilities and expenses (including the arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees, charges and disbursements net of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemniteerecoveries by 724 Solutions under existing insurance policies or indemnities from third parties (collectively, "724 Solutions Damages") joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of any misrepresentation or in connection with breach of or by reason of (including default in connection with any investigationof the representations, litigation warranties, covenants and agreements given or proceeding made by Ezlogin in this Agreement, the Ezlogin Disclosure Schedules or preparation any exhibit or schedule to this Agreement; provided, that 724 Solutions Damages arising out of any breach of Ezlogin's representations and warranties in Section 2.11 hereof shall not include losses in the nature of incidental or consequential damages, lost profits, diminution in value, damage to reputation or goodwill or other items of a defense speculative nature ("Consequential Damages"); and provided, further, that 724 Solutions Damages arising out of any other breach of Ezlogin's representations and warranties herein shall not include Consequential Damages except for losses in connection therewith the nature of lost profits based on 724 Solution's business history (including its operations, customer base and income streams as of the Effective Time). It is the intent of the parties that all indemnification obligations of the Holders set forth in this Agreement shall apply without regard to whether or not (i) the Holders are negligent or otherwise at fault in any respect with regard to the existence or occurrence of any of the matters covered by any such indemnification obligation, and (ii) the Holders otherwise caused or created, or are claimed to have caused or created, the existence or occurrence of any of the matters covered by any such indemnification obligation, whether through their own acts or omissions or otherwise. (c) Notwithstanding anything herein to the contrary, the Holders' total indemnification obligations pursuant to this Article VIII shall not exceed 10% of the Merger Consideration (the "Indemnification Cap") valued at the 724 Solutions Stock Price, and no Holder shall have liability for any 724 Solutions Damages unless and until Officer's Certificates (as defined in Section 8.5 below) identifying aggregate 724 Solutions Damages in excess of $375,000 (the "Indemnification Threshold") have been received by the Escrow Agent, in which case 724 Solutions shall be entitled to recover all 724 Solutions Damages; provided that all 724 Solutions Damages relating to the representations and warranties set forth in Sections 2.2 and 2.38 (collectively, the "Excluded Damages") shall not be subject to either the Indemnification Cap or the Indemnification Threshold. (d) The Escrow Fund and, if applicable, the Subject Options shall be the exclusive security for this indemnity obligation of the Holders subject to the limitations in this Agreement. The exclusive remedy for 724 Solutions against any Holder in connection with this indemnity obligation shall be to make a claim against the enforcement Escrow (and, if applicable, a corresponding termination of Subject Options) or such Shareholder or Optionholder directly, in accordance with and pursuant to this Article VIII; provided, that, subject to Section 8.2(e) below, 724 Solutions shall not proceed against the Optionholders directly for the recovery of Excluded Damages (but shall be able to proceed against the Optionholders' interests in the Escrow Fund and the Subject Options) and provided, further, that 724 Solutions shall not proceed against the Shareholders directly for Excluded Damages until the earlier of the indemnification obligations set forth herein)expiration of the Escrow Period and the distribution of all amounts in the Escrow Fund to 724 Solutions and, if applicable, the cancellation or release of all Subject Options by 724 Solutions in accordance with the Escrow Agreement and this Article VIII. After the earlier of (i) the execution expiration of the Escrow Period; or delivery (ii) the payment of all amounts in the Escrow Fund to 724 Solutions and the cancellation of all Subject Options by 724 Solutions, subject to Section 8.2(e) below, the Shareholders' liability under this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby Article VIII shall be several and thereby ornot joint and limited to the same proportion of the 724 Solutions Damages as such Shareholder's share of the shares of 724 Solutions Common Stock issued to such Shareholder in the Merger bears to all shares of 724 Solutions Common Stock issued to all Shareholders in the Merger. Subject to Section 8.2(e) below, in the case of the Administrative Agent no event shall 724 Solutions proceed directly against any Optionholder. (and any sub agent thereofe) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except Notwithstanding anything herein to the extent such actioncontrary, suitnothing in this Agreement shall limit the liability (i) of Ezlogin or 724 Solutions for any breach of any representation, proceeding, claim, damage, loss, liability warranty or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from covenant if the gross negligence or willful misconduct of such Indemnitee Merger does not close; or (2ii) results from a claim brought of any Holders in connection with any breach by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties Holder (in each case, acting in its such Holder's capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action Transaction Agreement executed by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this SectionHolder, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section)Voting Agreement, the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent Registration Rights Agreement and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guarantyapplicable Holders' Agreement.

Indemnification and Survival. Without limitation In consideration of its indemnification obligations under the other Loan Documentsexecution and delivery of this letter agreement by us, you hereby indemnify, exonerate and hold us and each of our officers, directors, employees and agents (collectively, the Guarantor agrees to indemnify “Indemnified Parties”) free and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, causes of action, suits, proceedings losses, costs, liabilities, damages and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan; (b) the entering into and performance of this letter agreement by any of the Indemnified Parties (including any investigations action brought by or inquiries), claims, damages, losses, liabilities and expenses (including on behalf of you as the reasonable fees, charges and disbursements result of any counsel of determination by us pursuant to Section 10 not to fund any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemniteeborrowing); (c) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or preparation other matter relating to the protection of the environment and you; or (d) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by you of any hazardous material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any environmental law), regardless of whether caused by, or within the control of, you, except for any such Indemnified Liabilities arising for the account of a defense in connection therewith (including in connection with the enforcement particular Indemnified Party by reason of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the relevant Indemnified Party’s gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentwilful misconduct, and if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled the foregoing undertaking may be unenforceable for any reason, you hereby agree to such indemnification by virtue make the maximum contribution to the payment and satisfaction of one or both each of the exceptions in clauses (x) and (y) aboveIndemnified Liabilities which is permissible under applicable law. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification Your obligations under this Section with respect to the fees, charges 21 and disbursements of any counsel for any Indemnitee under Section 19 shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdictioncase survive any termination of this letter agreement, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of all obligations hereunder and the Guarantied Obligations and termination of our commitment hereunder. The representations and warranties made by you in this Guarantyletter agreement shall survive the execution and delivery of this letter agreement and the making of any Loan hereunder.

Indemnification and Survival. Without limitation (a) Parent and its officers, managers, members, employees, agents and Affiliates (including the Surviving Company) (each, a “Parent Indemnitee”) shall be entitled to indemnification, compensation and reimbursement with respect of its indemnification obligations under (1) any inaccuracies in, or any breach of, any representation or warranty of the other Loan DocumentsCompany or the Majority Stockholder contained in this Agreement (including any schedule or exhibit attached hereto), (2) the Guarantor agrees to indemnify breach or nonperformance of any covenant of the Majority Stockholder contained in this Agreement (including any schedule or exhibit attached hereto), and hold harmless (3) the Administrative Agent exercise of appraisal or dissenters rights by any Company Stockholder (it being agreed that only Losses in excess of the amount such Person would have received in respect of such Person’s shares of Company Stock if such Person had received such Person’s portion of the final Merger Consideration in respect thereof and not exercised such appraisal or dissenters rights shall constitute a Loss), from the other Indemnitees Indemnification Escrow Amount hereunder, from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actionslosses, suits, proceedings (including any investigations or inquiries)liabilities, claims, damages, lossesdiminution in value, liabilities and penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including the reasonable fees, charges attorneys’ and accountants’ fees and costs) and disbursements (collectively, “Losses”); provided, however, that, notwithstanding anything to the contrary in this Agreement, other than in the case of fraud or willful misconduct, no Parent Indemnitee shall be entitled to indemnification under this Section 10.17(a) against any Losses (whether direct or indirect) if such Losses arise out of or result from, in whole or in part, the Requisite Stockholders’ approval of, or the execution, filing or effectiveness of, the CoD Amendment. (b) Parent shall compensate and reimburse the Equityholders from and against any and all Losses, regardless of whether such Losses relate to any third party claim, based upon, arising out of or otherwise relating to or in respect of (i) any inaccuracies in any representation or warranty of the Parent Parties contained in this Agreement (including any schedule or exhibit attached hereto) or (ii) any breach or nonperformance of any counsel covenant or agreement of the Parent Parties or the Surviving Company contained in this Agreement (including any schedule or exhibit attached hereto). (c) Each of the representations and warranties of the Company, the Parent Parties and the Majority Stockholder contained in this Agreement (including in any schedule or exhibit attached hereto) or in any Ancillary Agreement shall survive the Closing of the transactions contemplated hereby for a period of twelve (12) months (the date that is last day of such twelve (12)-month period, the “Expiration Date”), after which no claim for indemnification for the breach of any Indemnitee representation or warranty contained in this Agreement (including any schedule or exhibit attached hereto) or in any Ancillary Agreement may be brought provided, however, that (i) the “Expiration Date” for any Liability Claim relating to a breach of the Parent Fundamental Representations and the Company Fundamental Representations shall be a period of seven (7) years, and (ii) any Liability Claim pending on the applicable Expiration Date for which a Claims Notice has been given in accordance with this Section 10.17 on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. All of the covenants and agreements contained in this Agreement (including any schedule or exhibit attached hereto) shall survive until such covenants and agreements are fully satisfied and require no performance or forbearance. (d) Notwithstanding anything to the contrary contained in this Agreement (including any schedule or exhibit attached hereto), the following limitations on indemnification shall apply: (i) The Parent Indemnitees shall not be entitled to indemnification under Section 10.17(a) for any individual or series of related Losses which do not exceed fifty thousand dollars $50,000 (which Losses shall not be counted towards the other limits in this Section 10.17(d)). (ii) The Parent Indemnitees shall not be entitled to indemnification under Section 10.17(a) unless and until the aggregate amount of Losses of the Parent Indemnitees exceeds one million dollars ($1,000,000) (the “Basket”), after which the Parent Indemnitees shall be entitled to recover the full amount of such Losses. Notwithstanding the foregoing, the Basket shall not apply to any Losses with respect to any inaccuracies in, or any breach of, any Company Fundamental Representation or any claim arising out of fraud criminal activity or intentional representation. (iii) The Parent Indemnitees shall not be entitled to indemnification under Section 10.17(a) in excess of the then-available Indemnification Escrow Amount (the “Cap”); provided that the Company Fundamental Representations shall not be subject to the Cap. (e) For the purposes of (i) determining whether there is an inaccuracy in, or breach of, any representation or warranty made by the Company or the Majority Stockholder in this Agreement (including in any schedule or exhibit attached hereto) or in any Ancillary Agreement and (ii) calculating the amount of Losses in connection therewith, any materiality, Material Adverse Effect, “in all material respects” or similar qualifications in such representation or warranty the inclusion of which would limit or potentially limit the Losses recoverable by the Parent Indemnitees hereunder shall be disregarded (as if such words or phrases were deleted from such representation or warranty). (f) In addition to any and all fees other remedies hereunder or at Law or in equity, Parent shall be entitled to recover any monetary indemnification payment, monetary payment or other specified monetary amounts due to any Parent Indemnitee hereunder by retaining and time charges setting off such monetary amount (regardless of whether such monetary amount has been liquidated or reduced to judgment) against any amounts due or to become due from Parent or the Surviving Company to the Equityholders (or their Affiliates) hereunder or under any Ancillary Agreement. (g) As soon as is reasonably practicable after the Equityholders, on the one hand, or a Parent Indemnitee, on the other hand, becomes aware of claim, whether direct or from a third party claim, that such party has under Section 10.17(a) that may result in a Loss (a “Liability Claim”), such party (the “Indemnified Party”) shall give notice of such Liability Claim (a “Claims Notice”) to the other party (or to the Majority Stockholder, if the Indemnified Party is a Parent Indemnitee) (the “Indemnifying Party”). A Claims Notice must describe the Liability Claim in reasonable detail and disbursements for attorneys who must indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 10.17(g) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its Subsidiaries, any of their respective Affiliates or any other Person or entityobligation to indemnify the Indemnified Party, in each case, except to the extent that such delay or failure has materially prejudiced the Indemnifying Party. (h) With respect to any Liability Claim arising out of or in connection with or from a third party claim asserted against the Indemnified Party, except for Tax Matters that shall be governed by reason of Section 6.8(b)(iii), the Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within fifteen (including in connection with any investigation, litigation or proceeding or preparation 15) days after receipt of a Claims Notice from the Indemnified Party, to assume and conduct the defense of such third party claim in connection therewith accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the (including i) defense of such third party claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) third party claim solely seeks (and continues to seek) monetary damages; (iv) third party claim does not include criminal charges and (v) Indemnifying Party expressly agrees in writing to be fully responsible for all Losses relating to such Liability Claim associated with the third party claim (the conditions set forth in clauses (i) through (v), collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a third party claim in accordance with this Section 10.17(h), the Indemnified Party may continue to defend such third party claim. If the Indemnifying Party has assumed the defense of a third party claim as provided in this Section 10.17(h), the Indemnifying Party shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the enforcement defense of such third party claim; provided, however, that if (A) any of the indemnification obligations set forth herein)Litigation Conditions ceases to be met or (B) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties onlyIndemnifying Party fails to take reasonable steps necessary to defend diligently such third party claim, the administration of this Guaranty Indemnified Party may assume its own defense, and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability Indemnifying Party will be liable for all reasonable costs or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence expenses paid or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or incurred in connection with acts or omissions such defense. The Indemnified Party shall have the right to participate in (but not control), at its own expense, the defense of any third party claims that is being defending by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) aboveIndemnifying Party. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirectIndemnifying Party, in contract or tort or otherwise) to if it has assumed the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing defense of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; claim as provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section)Agreement, the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromiseof the Indemnified Party, consent to a settlement of, or the entry of any judgment in or otherwise seek to terminate any arising from, such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential third party thereto, unless such settlement, compromise, consent or termination claim that (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (iix) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such third part claim, (y) grants any statement as injunctive or equitable relief or (z) may reasonably be expected to or any admission have an adverse effect on the affected business of faultthe Indemnified Party. (i) Subject to this Section 10.17 and pursuant to the terms set forth in the Escrow Agreement, culpabilitythe Escrow Agent shall hold the Indemnification Escrow Amount in the Indemnification Escrow Fund until the date that is last day of the twelve (12)-month period following the Closing (the “Indemnification Escrow Release Date”). Promptly following the Indemnification Escrow Release Date (but in no event later than two (2) Business Days thereafter), wrong-doing or a failure the Majority Stockholder and Parent shall deliver to act by or the Escrow Agent joint written instructions directing the Escrow Agent to distribute to the Exchange Agent, on behalf of the Company Stockholders, any Indemniteeremaining Indemnification Escrow Amount in the Indemnification Escrow Fund less the Indemnification Escrow Amount in the Indemnification Escrow Fund equal to the aggregate value of all unsatisfied or disputed indemnifiable Losses set forth in any Claims Notice delivered to the Majority Stockholder on or prior to the Indemnification Escrow Release Date in accordance with this Section 10.17. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent Any portion of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that Indemnification Escrow Amount held by the Guarantor shall have no liability for any settlement entered into without its consent, and (y) Escrow Agent following the indemnification obligations under this Section Indemnification Escrow Release Date with respect to pending but unresolved claims for indemnification pursuant to this Section 10.17 that is not awarded to Parent upon the fees, charges and disbursements resolution of any counsel for any Indemnitee such claims shall be limited promptly distributed by the Escrow Agent to the reasonable and documented fees and expenses Exchange Agent, on behalf of (A) one outside counsel for the Administrative Agent Company Stockholders. Parent and the Lead ArrangersMajority Stockholder shall, taken togetherpromptly after final resolution of such pending claims (but in no event later than two Business Days thereafter), (B) one additional outside counsel for execute a joint instruction to release such amounts from the Lenders, taken together, (C) one local or foreign counsel Indemnification Escrow Fund in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest accordance with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guarantyfinal resolution thereof.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantors or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to the other Loan Documentsfullest extent permitted by Law, the Guarantor agrees to indemnify indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “ Indemnitee ”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel of for any Indemnitee), and shall indemnify and hold harmless each Indemnitee and from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint , incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document Document, any Secured Hedge Agreement or Secured Cash Management Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, (x) in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (xa) (1) is are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2b) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor Guarantors under this section paragraph are joint and several and shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation 11.1 Indemnification of its indemnification obligations under the other Loan DocumentsPurchaser by the Stockholders . The ---------------------------------------------------- Stockholders agree to jointly and severally indemnify, defend, and hold the Purchaser, the Guarantor agrees to indemnify Company and hold their respective officers, directors and shareholders, and their respective heirs, executors, personal representatives, successors and assigns (each, a "Purchaser Indemnified Party"), harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actionscosts, suitsexpenses, proceedings (including any investigations or inquiries), claimslosses, damages, lossesfines, penalties or liabilities and expenses (including the including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable fees, charges and disbursements of any counsel of any Indemnitee and all attorneys' fees and time charges and disbursements for attorneys who may be employees of accounting fees) incurred by any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entityPurchaser Indemnified Party with respect to, in each caseconnection with, arising from, or alleged to result from, arise out of of, or in connection with with: (a) A breach of any representation or warranty made by reason the Stockholders and contained in this Agreement (except Section 4 hereof) or --------- any exhibit or schedule attached hereto; (b) A breach of (including in connection with any investigationcovenant, litigation restriction or proceeding agreement made by or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except applicable to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final Stockholders and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth contained in this SectionAgreement; and (c) to the benefit of such indemnificationAny state and local Taxes (other than Iowa or Illinois Taxes) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided incurred by the Company to such Indemnitee for the period prior to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; Closing provided that no failure or delay by any Indemnitee this indemnity shall not apply to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent Taxes of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained states and localities in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment states in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination which either (i) includes the Company registers to do business subsequent to the Closing or locates an unconditional release of each such Indemnitee from any liabilities arising out of such claimoffice, action property or proceeding and employee in subsequent to the Closing or (ii) does not include the Purchaser or any statement as affiliate of the Purchaser other than the Company is registered to do business in or paying sales taxes to or any admission of faulthas an office, culpability, wrong-doing property or a failure to act by employees in on or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect subsequent to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this GuarantyClosing.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan Documents, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including including, subject to the limitations in subclause (y) of the last sentence in this paragraph, the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) ), joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the Acquisition, the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent that such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an the Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such the Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party Indemnitee is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead ArrangersArranger, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. To the fullest extent permitted by applicable law, no Guarantor shall assert, and hereby waives, any claim against any Indemnitee, 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 Guaranty, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby. No Indemnitee 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 such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantors or remedies of the Secured Parties under the other Loan Documentsthis Guaranty, the Guarantor agrees Guarantors shall, to indemnify the fullest extent permitted by Law, jointly and severally, indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “Indemnitee”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (x) (1) is are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (2y) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (yz) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment are with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictExcluded Taxes. The obligations of the Guarantor Guarantors under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantor or remedies of the Secured Parties under the other Loan Documentsthis Guaranty, the Guarantor agrees shall, to indemnify the fullest extent permitted by Law, indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “Indemnitee”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (x) (1) is are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (2y) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (yz) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment are with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictExcluded Taxes. The obligations of the Guarantor under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations under the other Loan Documents, the Guarantor agrees or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to indemnify the fullest extent permitted by Law, indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “Indemnitee”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel of for any Indemnitee), and shall indemnify and hold harmless each Indemnitee and from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint , incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document Document, any Secured Hedge Agreement or Secured Cash Management Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, (x) in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (xa) (1) is are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2b) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantors or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to the other Loan Documentsfullest extent permitted by Law, the Guarantor agrees to indemnify indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “Indemnitee”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel of for any Indemnitee), and shall indemnify and hold harmless each Indemnitee and from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint , incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document Document, any Secured Hedge Agreement or Secured Cash Management Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, (x) in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (xa) (1) is are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2b) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor Guarantors under this section paragraph are joint and several and shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations under the other Loan Documents, the Guarantor agrees or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to indemnify the fullest extent permitted by Law, indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “ Indemnitee ”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel of for any Indemnitee), and shall indemnify and hold harmless each Indemnitee and from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint , incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document Document, any Secured Hedge Agreement or Secured Cash Management Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, (x) in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (xa) (1) is are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2b) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.