Common use of Enforcement Expenses; Indemnification Clause in Contracts

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Agreement. (iv) The agreements in this Section shall survive, in accordance with their respective terms, the repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (a) The Borrower and each other Grantor agrees to: (i) Each Guarantor agrees to pay, pay or reimburse each Lender, each Affiliate of a Lender, the Purchasers forAdministrative Agent, the Security Trustee, and their respective directors, officers, employees, attorneys and agents (collectively, the “Indemnified Parties”) for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Collateral Documents to which the Borrower or such Guarantor other Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to for the Purchasers. Indemnified Parties, plus local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest, another firm of counsel for the Indemnified Party affected by such conflict; (ii) Each Guarantor agrees to pay, and to save the Purchasers each Indemnified Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or and other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Guarantee. Agreement and the other Collateral Documents; and (iii) Each Guarantor agrees to payindemnify and hold harmless each Indemnified Party from all loses, and to save the Purchasers harmless from, any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement and the other Collateral Documents, in each case to the extent the Company Borrower would be required to do so pursuant to, and for the avoidance of doubt, subject to the Purchase limitations of, Section 11.13 of the Credit Agreement, except ; provided that each reference therein to a “Borrower” shall be deemed to be a reference therein to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Agreement. (iv) The agreements in this Section shall survive, in accordance with their respective terms, the repayment of the Obligations and all other amounts payable under the Purchase Agreement “Borrower and the other Transaction Documents.Grantors” and each reference therein to the “Indemnified Parties” shall be deemed to be a reference therein to the “Indemnified Parties” as defined herein. 4823-9888-3206v7 20

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, each Lender for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, including the reasonable out-of-pocket fees and disbursements and other charges of counsel to each Secured Party and of counsel to the PurchasersAdministrative Agent, in each case, to the extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (iib) Each Guarantor agrees to pay, and to save the Purchasers hold each Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement, in each case, to the extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (iiic) Each Guarantor agrees to pay, and to save hold the Purchasers Lenders and the Agents harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable out-of-pocket costs and expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement, in each case, to the extent the Company Borrower would be required to do so pursuant to Section 9.3 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents. (e) Each Grantor agrees that the provisions of Section 9.3(c) of the Credit Agreement are incorporated herein by reference, mutatis mutandis, as if each reference therein to Holdings were a reference to such Grantor.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 hereof pursuant to the Indenture or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Indenture Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchaserseach Secured Party. (iia) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company would be required to do so pursuant to Section 7.07 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase AgreementIndenture. (ivc) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Secured Obligations and all other amounts payable under the Purchase Agreement Indenture and the other Transaction Indenture Documents. (d) Each Grantor agrees that the provisions of Section 7.07 of the Indenture are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor jointly and severally agrees to pay, pay or reimburse the Purchasers for, Collateral Agent and each other Secured Party for all its their respective reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement against such Guarantor and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent and the Administrative Agent, in each case, to the extent the Borrowers would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (iib) Each Guarantor Grantor jointly and severally agrees to pay, and to save the Purchasers Collateral Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Guarantee. Agreement and (iiiy) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Company Borrowers would be required to do so pursuant to Subsection 11.5 of the Purchase Credit Agreement, except to the extent and in any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from event excluding any act, omission taxes or other conduct by any Purchaser or its representatives that constitute fraud, indemnified liabilities arising from gross negligence, bad faith or willful misconduct of the Collateral Agent, the Administrative Agent or malfeasance any other Secured Party as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification jurisdiction in a final and defense by each Purchaser shall be made as provided in the Purchase Agreementnonappealable decision. (ivc) The agreements in this Section Subsection 9.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor jointly and severally agrees to pay, pay or reimburse the Purchasers for, Collateral Agent and each other Secured Party for all its their respective reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement against such Guarantor and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent and the Administrative Agent, in each case, to the extent the Borrowers would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (iib) Each Guarantor jointly and severally agrees to pay, and to save the Purchasers Collateral Agent, the Administrative Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Company Borrowers would be required to do so pursuant to Subsection 11.5 of the Purchase Credit Agreement, except to the extent and in any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from event excluding any act, omission taxes or other conduct by any Purchaser or its representatives that constitute fraud, indemnified liabilities arising from gross negligence, bad faith or willful misconduct of the Collateral Agent, the Administrative Agent or malfeasance any other Secured Party as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification jurisdiction in a final and defense by each Purchaser shall be made as provided in the Purchase Agreementnonappealable decision. (ivc) The agreements in this Section Subsection 9.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

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

Enforcement Expenses; Indemnification. Without limitation to any Co-Collateral Agent’s or any other Credit Party’s rights to payment, reimbursement or indemnification under any other Loan Document: (ia) Each Guarantor each Grantor jointly and severally agrees to pay, pay or reimburse each Co-Collateral Agent and the Purchasers for, other Credit Parties for all its their costs and expenses incurred in collecting against such Guarantor any Grantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Documents to which such Guarantor is a partyLoan Documents, including, without limitation, the reasonable fees and disbursements of the Credit Parties’ counsel to in accordance with the Purchasers.terms of the Credit Agreement; (iib) Each Guarantor each Grantor agrees to pay, and to save the Purchasers Co-Collateral Agents and the other Credit Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Guarantee.Agreement and the other Loan Documents; (iiic) Each Guarantor each Grantor agrees to pay, and to save the Purchasers Co-Collateral Agents and the other Credit Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement and the other Loan Documents to the extent the Company Borrowers would be required to do so pursuant to Section 9.04 of the Purchase Credit Agreement; and (d) to the fullest extent permitted by applicable Law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Co-Collateral Agent and the other Credit Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, except any other Loan Document or any agreement or instrument contemplated hereby, or the transactions contemplated hereby or thereby. No Co-Collateral Agent or any other Credit Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to the extent such unintended recipients by any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission Co-Collateral Agent or other conduct by any Purchaser Credit Party through telecommunications, electronic or its representatives that constitute fraud, other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, negligence or willful misconduct of such Co-Collateral Agent or malfeasance other Credit Party as determined by a final, non final and non-appealable decision judgment of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Agreement. (iv) The agreements in this Section 8.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents, the termination of the Commitments, the release of the Collateral from the Liens created hereby and the termination of this Agreement.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the PurchasersAdministrative Agent and the Secured Parties to the extent any Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (iib) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (other than Excluded Taxes) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company any Borrower would be required to do so pursuant to Section 9.3 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to each Secured Party and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 10.5 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents. (e) Each Grantor agrees that the provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, all each Secured Party for its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the reasonable fees and disbursements of outside counsel to each Secured Party and outside counsel to the PurchasersCollateral Agent and the Administrative Agent. (iib) Each Guarantor Grantor agrees to pay, and to save hold the Purchasers Secured Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save hold the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 11.4 (Indemnities) of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, or reimburse the Purchasers for, pay any and all its costs reasonable and documented expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel to in respect of, any rights with respect to, or collecting, any or all of the PurchasersObligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Without limitation of its indemnification obligations under the other Revolving Credit Documents, each Grantor agrees to pay, and to save the Purchasers Collateral Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 13.5 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Revolving Credit Agreement. (ivd) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The agreements in this Section 7.4 shall survivesurvive termination of this Agreement or any other Revolving Credit Document, in accordance with their respective termsthe consummation of the transactions contemplated hereby, the repayment of any of the Obligations and all Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Revolving Credit Document or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.4 shall be payable under the Purchase Agreement and the other Transaction Documentson written demand therefor.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, all each Secured Party for its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the reasonable fees and disbursements of outside counsel to each Secured Party and outside counsel to the PurchasersCollateral Agent and the Administrative Agent. (iib) Each Guarantor Grantor agrees to pay, and to save hold the Purchasers Secured Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save hold the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company any Borrower would be required to do so pursuant to Section 11.4 (Indemnities) of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section Article 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to each Secured Party and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 10.04 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents. (e) Each Grantor agrees that the provisions of Section 3.01 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, or reimburse each Secured Party and the Purchasers Administrative Agent for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing (other than any such enforcement determined by a final, non-appealable judgment of a court to have been in bad faith) or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 9.5 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Term Loan Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Term Loan Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Note Documents and Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the PurchasersCollateral Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company IGN would be required to do so pursuant to Section 1.6 of the Note Purchase Agreement, except to Agreement and Section 2.5 of the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Credit Agreement, the Note Purchase Agreement and the other Transaction Loan Documents and Note Documents. (e) Each Grantor agrees that the provisions of Section 1.11 of the Note Purchase Agreement and Section 2.11 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Grantor and/or Guarantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Grantor and/or Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Grantor and/or Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the PurchasersAdministrative Agent and the UK Security Agent. (iib) Each Grantor and/or Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Grantor and/or Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company US Borrower or the Cayman Borrower would be required to do so pursuant to Section 10.5 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase First Lien Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase First Lien Credit Agreement and the other Transaction Loan Documents. (e) Each Grantor and/or Guarantor agrees that the provisions of Section 2.20 of the First Lien Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee guaranty contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel to the Purchaserseach Secured Party and of counsel to Administrative Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers each Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers each Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 9.2 or 9.3 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations Obligations. (e) Each Grantor agrees that the provisions of Section 2.19 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and all other amounts payable under the Purchase Agreement and the other Transaction Documentseach Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (i) Each Guarantor Subject to Section 2.2 and Section 7.16 of this Agreement, 7.4.1 The Grantor agrees to pay, pay or reimburse the Purchasers for, Pledgee for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a partyAgreement, including, without limitation, the reasonable fees and disbursements of counsel as required of the Company pursuant to Section 8.14 of the PurchasersRoyalty Interest Purchase Agreement. (ii) Each Guarantor 7.4.2 The Grantor agrees to pay, and to save the Purchasers Pledgee harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iii) Each Guarantor 7.4.3 The Grantor agrees to pay, and to save the Purchasers Pledgee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company would be required to do so pursuant to Section 8.14 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Royalty Interest Purchase Agreement. (iv) 7.4.4 The agreements in this Section 7.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Royalty Interest Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (a) The Borrower and each other Grantor agrees to: (i) Each Guarantor agrees to pay, pay or reimburse each Lender, each Affiliate of a Lender, the Purchasers forAdministrative Agent, the Security Trustee, and their respective directors, officers, employees, attorneys and agents (collectively, the “Indemnified Parties”) for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Collateral Documents to which the Borrower or such Guarantor other Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to for the Purchasers.Indemnified Parties, plus local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest, another firm of counsel for the Indemnified Party affected by such conflict; (ii) Each Guarantor agrees to pay, and to save the Purchasers each Indemnified Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or and other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Guarantee.Agreement and the other Collateral Documents; and (iii) Each Guarantor agrees to payindemnify and hold harmless each Indemnified Party from all loses, and to save the Purchasers harmless from, any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement and the other Collateral Documents, in each case to the extent the Company Borrower would be required to do so pursuant to, and for the avoidance of doubt, subject to the Purchase limitations of, Section 11.13 of the Credit Agreement, except ; provided that each reference therein to a “Borrower” shall be deemed to be a reference therein to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or “Borrower and the other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification Grantors” and defense by each Purchaser reference therein to the “Indemnified Parties” shall be made deemed to be a reference therein to the “Indemnified Parties” as provided in the Purchase Agreement.defined herein. 4823-9888-3206v7 20 (ivb) The agreements in this Section 8.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Credit Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section Article 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to each Secured Party and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 11.04 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Bridge Facility Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Bridge Facility Agreement and the other Transaction Loan Documents. (e) Each Grantor agrees that the provisions of Section 3.01 of the Bridge Facility Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each The Parent Guarantor agrees to pay, pay or reimburse the Purchasers for, each Guaranteed Party for all of its out-of-pocket costs and expenses incurred in collecting against such the Parent Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a partyGuaranty, including, without limitation, the reasonable and documented fees and disbursements of a single counsel to the Purchasers. Agent and a single local counsel to the Agent in each applicable jurisdiction; provided that such indemnity, as to any Guaranteed Party, shall not be available under this Section 5.4(a) to the extent that such losses, claims, damages, liabilities or related expenses constitute Guaranteed Obligations (which Guaranteed Obligations shall be governed by the other provisions of this agreement, including without limitation Section 2.3 hereof); provided further that such indemnity shall not, as to any Guaranteed Party, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Guaranteed Party, (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from a claim brought by the Parent Guarantor against a Guaranteed Party for breach in bad faith of such Guaranteed Party’s obligations hereunder or under any actother Loan Document, omission or other conduct by any Purchaser or if the Parent Guarantor has obtained a final and nonappealable judgment in its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance favor on such claim as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense jurisdiction or (iii) result from any dispute among Guaranteed Parties other than as a result of any act or omission by each Purchaser shall be made as provided in the Purchase AgreementParent Guarantor. (ivb) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Guaranteed Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee guaranty contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel to the Purchaserseach Secured Party and of counsel to Administrative Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers each Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers each Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 9.2 or 9.3 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations Obligations. (e) Each Grantor agrees that the provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and all other amounts payable under the Purchase Agreement and the other Transaction Documentseach Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor jointly and severally agrees to pay, pay or reimburse each Secured Party and the Purchasers for, Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement against such Guarantor and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent and the Administrative Agent, in each case, to the extent any U.S. Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (iib) Each Guarantor Grantor jointly and severally agrees to pay, and to save the Purchasers Collateral Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Guarantee. Agreement and (iiiy) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Company U.S. Borrowers would be required to do so pursuant to Subsection 11.5 of the Purchase Credit Agreement, except to the extent and in any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from event excluding any act, omission taxes or other conduct by any Purchaser or its representatives that constitute fraud, indemnified liabilities arising from gross negligence, bad faith or willful misconduct of the Collateral Agent, the Administrative Agent or malfeasance any other Secured Party as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification jurisdiction in a final and defense by each Purchaser shall be made as provided in the Purchase Agreementnonappealable decision. (ivc) The agreements in this Section Subsection 9.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, Joint Collateral Agent for all of its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Indenture Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersJoint Collateral Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Joint Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Joint Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement, to the same extent the Company each Grantor would be required to do so pursuant to Sections 7.7 and 10.1(a) of the Purchase AgreementIndenture, except to as if each Parity Lien Holder were a "Holder" under the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase AgreementIndenture. (ivd) The agreements in this Section 7.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations Notes and all other amounts payable under the Purchase Agreement and Indenture, the other Transaction DocumentsIndenture Documents and any documents evidencing Parity Lien Obligations.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Pledgor agrees to pay, or reimburse each Secured Party and the Purchasers Administrative Agent for, all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Pledgor is a party, including, without limitation, the reasonable fees and disbursements of outside counsel to each Secured Party and of outside counsel to the PurchasersAdministrative Agent to the extent any Borrower would be required to do so pursuant to Section 9.5 of the Credit Agreement. (iib) Each Guarantor Pledgor agrees to pay, and to save the Purchasers Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement to the extent any Borrower would be required to do so pursuant to Section 9.5 of the Credit Agreement. (iiic) Each Guarantor Pledgor agrees to pay, and to save the Purchasers Administrative Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company any Borrower would be required to do so pursuant to Section 9.5 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the Purchasers. (ii) Administrative Agent. Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Guarantee. (iii) Agreement. Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company either Borrower would be required to do so pursuant to Section 10.5 of the Purchase Credit Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Agreement. (iv) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations Obligations. Each Grantor agrees that the provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and all other amounts payable under the Purchase Agreement and the other Transaction Documentseach Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchaserseach Secured Party. (iib) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 12 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Loan Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Borrower Obligations and all other amounts payable under the Purchase Loan Agreement and the other Transaction Loan Documents. (e) Each Guarantor agrees that the provisions of Section 12.3 of the Loan Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Note Purchase Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the PurchasersCollateral Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Collateral Agent and the holders of Notes harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company such Grantor would be required to do so pursuant to Section 5.1 of the Purchase Collateral Agency Agreement, except . (d) Each Grantor's obligation to reimburse any holder of Notes for costs and expenses and to indemnify such holder for all liabilities with respect to this Agreement and any of the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser Collateral shall be made as provided in Section 16 of the Note Purchase Agreement. (ive) The agreements in this Section 7.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Note Purchase Agreement and the other Transaction Note Purchase Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to each Secured Party and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 10.5 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents. (e) Each Grantor agrees that the provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchaserseach Secured Party. (iib) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 12 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Loan Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Borrower Obligations and all other amounts payable under the Purchase Loan Agreement and the other Transaction Loan Documents. (e) Each Guarantor agrees that the provisions of Section 12.2 of the Loan Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse each Lender and the Purchasers forAdministrative Agent (in the case of each Lender, after the occurrence and during the continuance of an Event of Default) for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel (but not both outside and in-house counsel)) to each Secured Party and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or 30 other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 10.5 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents. (e) Each Guarantor agrees that the provisions of Section 2.19 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Note Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel, (including the allocated fees and expenses of in-house counsel) to each Note Secured Party and of counsel to the PurchasersAgent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Agent harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Note Secured Parties (including all indemnitees pursuant to Section 7.06 of the Indenture), harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company would be required to do so pursuant to Section 7.06 of the Purchase Agreement, except Indenture (it being understood and agreed that the indemnification obligations set forth in this Section 9.4(c) shall apply to the Note Secured Parties to the same extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification they apply to the Agent and defense by each Purchaser shall be made as provided in the Purchase AgreementHolders under the Indenture). (ivd) Each Grantor agrees that the provisions of Section 7.06 and 18.18 of the Indenture are hereby incorporated herein by reference, mutatis mutandis, and each Note Secured Party shall be entitled to rely on each of them as if they were fully set forth herein. (e) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Secured Obligations and all other amounts payable under the Purchase Agreement Indenture and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse each Lender and the Purchasers forAdministrative Agent (in the case of each Lender, after the occurrence and during the continuance of an Event of Default) for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel (but not both outside and in-house counsel)) to each Secured Party and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 10.5 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents. (e) Each Grantor agrees that the provisions of Section 2.19 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse each Lender and the Purchasers for, Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable and documented fees and disbursements of one firm of counsel (together with any special and local counsel) to the PurchasersAdministrative Agent to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with respect to any of the transactions contemplated by this Guarantee.Collateral to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. 29 (iiic) Each Guarantor agrees agrees, jointly and severally, to pay, and to save the Purchasers Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 10.5 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Section 9.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor The Grantor agrees to pay, pay or reimburse the Purchasers for, each Lender for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor the Grantor is a partyparty to the extent the Grantor would be required to do so pursuant to Section 9.3 of the Credit US-DOCS\148919012.9 Agreement, including, without limitation, including the reasonable and documented out-of-pocket fees and disbursements and other charges of such legal counsel to the PurchasersCollateral Agent and the Secured Parties as the Grantor would be required to pay or reimburse pursuant to Section 9.3 of the Credit Agreement. (iib) Each Guarantor Subject to Section 9.3 of the Credit Agreement, the Grantor agrees to pay, and to save the Purchasers hold each Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excisecourt or documentary, sales intangible, recording, filing or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement, in each case, to the extent the Grantor would be required to do so pursuant to Section 2.16(b) of the Credit Agreement. (iiic) Each Guarantor The Grantor agrees to pay, and to save hold the Purchasers Lenders and the Collateral Agent harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable and documented out-of-pocket costs and expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement, in each case, to the extent the Company Grantor would be required to do so pursuant to Section 9.3 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase Credit Agreement. (ivd) The agreements in this Grantor agrees that the provisions of Section shall survive, in accordance with their respective terms, the repayment 9.3(c) and (d) of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Documentsare incorporated herein by reference, mutatis mutandis.

Enforcement Expenses; Indemnification. (ia) Each Guarantor jointly and severally agrees to pay, pay or reimburse each Secured Party and the Purchasers for, Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement against such Guarantor and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent and the Administrative Agent, in each case, to the extent the Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (iib) Each Guarantor Grantor jointly and severally agrees to pay, and to save the Purchasers Collateral Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Guarantee. Agreement and (iiiy) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Company Borrower would be required to do so pursuant to Subsection 11.5 of the Purchase Credit Agreement, except to the extent and in any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from event excluding any act, omission taxes or other conduct by any Purchaser or its representatives that constitute fraud, indemnified liabilities arising from gross negligence, bad faith or willful misconduct of the Collateral Agent, the Administrative Agent or malfeasance any other Secured Party as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification jurisdiction in a final and defense by each Purchaser shall be made as provided in the Purchase Agreementnonappealable decision. (ivc) The agreements in this Section Subsection 9.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor jointly and severally agrees to pay, pay or reimburse each Secured Party and the Purchasers for, Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee Agreement against such Guarantor and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent and the Administrative Agent, in each case, to the extent any Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement. (iib) Each Guarantor Grantor jointly and severally agrees to pay, and to save the Purchasers Collateral Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Guarantee. Agreement and (iiiy) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Company Borrowers would be required to do so pursuant to Subsection 11.5 of the Purchase Credit Agreement, except to the extent and in any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from event excluding any act, omission taxes or other conduct by any Purchaser or its representatives that constitute fraud, indemnified liabilities arising from gross negligence, bad faith or willful misconduct of the Collateral Agent, the Administrative Agent or malfeasance any other Secured Party as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification jurisdiction in a final and defense by each Purchaser shall be made as provided in the Purchase Agreementnonappealable decision. (ivc) The agreements in this Section Subsection 9.4 shall survive, in accordance with their respective terms, the survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor Grantor under the guarantee contained in Section 2 hereof pursuant to the Indenture or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction 9.75% Indenture Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchaserseach Secured Party. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company would be required to do so pursuant to Section 7.07 of the Purchase Agreement, except to the extent any such losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements result from any act, omission or other conduct by any Purchaser or its representatives that constitute fraud, gross negligence, willful misconduct or malfeasance as determined by a final, non appealable decision of a court of competent jurisdiction. Claims for indemnification and defense by each Purchaser shall be made as provided in the Purchase AgreementIndenture. (ivd) The agreements in this Section shall survive, in accordance with their respective terms, the survive repayment of the Secured Obligations and all other amounts payable under the Purchase Agreement Indenture and the other Transaction 9.75% Indenture Documents. (e) Each Grantor agrees that the provisions of Section 7.07 of the Indenture are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.