Common use of Enforcement Expenses; Indemnification Clause in Contracts

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse the Collateral Trustee and each Secured Party for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt Documents to which such Grantor is a party, including the fees and disbursements of counsel to the Collateral Trustee and each Secured Party. (b) Each Grantor agrees to pay, and to save the Collateral Trustee 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, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement Borrower would be required to do so pursuant to Section 9.05 of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement. (d) The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse each Lender and the Collateral Trustee and each Secured Party Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 Subsidiary Guarantee (other than the Borrower) or otherwise enforcing or in the case of the Administrative Agent only, preserving any rights under this Agreement and the Secured Debt other Loan Documents to which such Grantor is a party, including, without limitation, the reasonable fees and reasonable disbursements of counsel (including the allocated fees and disbursements expenses of in-house counsel) to each Lender and of counsel to the Collateral Trustee and each Secured PartyAdministrative Agent. (b) Each Grantor agrees to pay, and to save the Collateral Trustee Administrative Agent and the other Secured Parties Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (other than taxes arising from the income of the Administrative Agent or any Lender which are covered by Section 2.18 of the Credit Agreement) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Trustee Administrative Agent and the other Secured Parties Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement the Borrower would be required to do so pursuant to Section 9.05 subsection 9.5 of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement. (d) The agreements in this Section 7.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay pay, or reimburse the Collateral Trustee and each Secured Party for and Collateral Agent for, all its costs reasonable and documented out-of-pocket expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and Deed of Trust, including, without limitation, the Secured Debt Documents to which such Grantor is a party, including the reasonable fees and disbursements of one counsel to the Secured Parties and one counsel and one local counsel to Collateral Trustee Agent (unless in the good faith opinion of the Collateral Agent or such counsel it would be inappropriate under applicable standards of legal professional conduct due to an actual or potential conflict of interest, to have only one counsel), but only, in the case of the Credit Agreement Secured Parties and the Indenture Notes Secured Parties, to the extent provided in Section 8.05 of the Credit Agreement and in Section 1007 of each Secured Partyof the Indentures, respectively. (b) Each Grantor agrees to pay, and to save the Collateral Trustee 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 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 Mortgaged Property or in connection with any of the transactions contemplated by this AgreementDeed of Trust. (c) Each Grantor agrees to pay, and to save the Collateral Trustee 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 Deed of Trust, but only, in the case of the Credit Agreement Secured Parties and the Indenture Notes Secured Parties, to the extent each Credit Agreement Borrower the Company would be required to do so pursuant to Section 9.05 8.05 of the Credit Agreement (whether or not then in effect), if and pursuant to Section 1007 of each of the Collateral Trustee were acting as the Administrative Agent under the Credit AgreementIndentures. (d) The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Documentspayable.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse the Collateral Trustee and each Secured Party for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt other Loan Documents to which such Grantor is a party, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the Collateral Trustee and each Secured PartyAdministrative Agent. (b) Each Grantor agrees to pay, and to save the Collateral Trustee 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 liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement the Borrower would be required to do so pursuant to Section 9.05 10.5 of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement. (d) The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other 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. (a) Each Grantor Guarantor jointly and severally agrees to pay or reimburse the Collateral Trustee and each Secured Party and the Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Grantor any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the Secured Debt other Loan Documents to which such Grantor Guarantor is a party, including the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Trustee Agent and each Secured Partythe Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save the Collateral Trustee Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. Agreement and (cy) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent each Credit Agreement the Parent Borrower would be required to do so pursuant to Section 9.05 11.5 of the Credit Agreement (whether Agreement, and in any event excluding any taxes or not then in effect), if other indemnified liabilities arising from gross negligence or willful misconduct of the Collateral Trustee were acting as Agent, the Administrative Agent under the Credit Agreementor any other Secured Party. (dc) The agreements in this Section 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor Guarantor jointly and severally agrees to pay or reimburse the Collateral Trustee and each Secured Party and the Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Grantor any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the Secured Debt other Loan Documents to which such Grantor Guarantor is a party, including including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Trustee Agent and each Secured Partythe Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save the Collateral Trustee Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. Agreement and (cy) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent each Credit Agreement the Borrower would be required to do so pursuant to Section 9.05 10.5 of the Credit Agreement (whether Agreement, and in any event excluding any taxes or not then in effect), if other indemnified liabilities arising from gross negligence or willful misconduct of the Collateral Trustee were acting as Agent, the Administrative Agent under the Credit Agreementor any other Secured Party. (dc) The agreements in this Section 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each The Grantor agrees to pay or reimburse the Collateral Trustee and each Secured Party Agents for all its their costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt other Loan Documents to which such the Grantor is a party, including including, without limitation, the reasonable fees and disbursements of counsel to the Collateral Trustee and each Secured PartyAgents. (b) Each The Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties Agent harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each The Grantor agrees to pay, indemnify, and to save hold the Collateral Trustee Agent and the other Secured its Related Parties (each, an “Indemnitee”) harmless from, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the executionObligations and the reasonable fees and expenses of legal counsel in connection with claims, deliveryactions or proceedings by such Indemnitee (all the foregoing, enforcementcollectively, performance and administration of this Agreement the “Indemnified Liabilities”), provided, that the Grantor shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent each Credit Agreement Borrower would be required such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to do so pursuant to Section 9.05 have resulted from the gross negligence or willful misconduct of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreementsuch Indemnitee. (d) The agreements in this Section 7.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor Guarantor jointly and severally agrees to pay or reimburse the Collateral Trustee and each Secured Party and the Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Grantor any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the Secured Debt other Loan Documents to which such Grantor Guarantor is a party, including including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Trustee Agent and each Secured Partythe Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save the Collateral Trustee Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. Agreement and (cy) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent each Credit Agreement the Borrower would be required to do so pursuant to Section 9.05 subsection 10.5 of the Credit Agreement (whether Agreement, and in any event excluding any taxes or not then in effect), if other indemnified liabilities arising from gross negligence or willful misconduct of the Collateral Trustee were acting as the Administrative Agent under the Credit Agreementor any other Secured Party. (dc) The agreements in this Section subsection 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) a. Each Grantor agrees to pay or reimburse the Collateral Trustee and each Secured Party for all its costs fees and expenses incurred in collecting against such Grantor under the guarantee contained in contemplated by Section 2 or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt Documents to which such Grantor is a party, including the fees and disbursements 7.12 of counsel to the Collateral Trustee and each Secured PartyTrust Agreement. (b) b. Each Grantor Grantor, jointly and severally with the other Grantors, agrees to pay, and to save hold the Collateral Trustee 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, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement to the extent such Grantor would be required to do so pursuant to Section 7.13 of the Collateral Trust Agreement. (c) c. Each Grantor Grantor, jointly and severally with the other Grantors, agrees to pay, and to save hold the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement Borrower such Grantor would be required to do so pursuant to Section 9.05 7.13 of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Trust Agreement. (d) d. The agreements in this Section shall survive repayment of the Secured Collateral Trust Parity Lien Obligations and all other amounts payable under the Secured Debt Collateral Trust Parity Lien Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor Guarantor jointly and severally agrees to pay or reimburse the Collateral Trustee and each Secured Party and the Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Grantor any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the Secured Debt other Loan Documents to which such Grantor Guarantor is a party, including including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Trustee Agent and each Secured Partythe Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save the Collateral Trustee Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. Agreement and (cy) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent each Credit Agreement the Parent Borrower would be required to do so pursuant to Section 9.05 11.5 of the Credit Agreement (whether Agreement, and in any event excluding any taxes or not then in effect), if other indemnified liabilities arising from gross negligence or willful misconduct of the Collateral Trustee were acting as Agent, the Administrative Agent under the Credit Agreementor any other Secured Party. (dc) The agreements in this Section 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse the Collateral Trustee and each Secured Party and the Agent for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt other Loan Documents to which such Grantor is a party, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Collateral Trustee Agent and each Secured Partythe Lenders. (b) Each Grantor agrees to pay, and to save the Collateral Trustee 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 liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Trustee Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement the Borrower would be required to do so pursuant to Section 9.05 Sections 9.5 and 10.3 of the Credit Agreement (whether except those resulting from the Agent’s or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreementany Secured Party’s willful misconduct or gross negligence. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor The Borrower agrees to pay or reimburse the Collateral Trustee and Agent and, if incurred during the continuance of an Event of Default, each Secured Party Senior Lender for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 Obligations or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt other Senior Documents to which such Grantor the Borrower is a party, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Senior Lender and of counsel to the Collateral Trustee and each Secured PartyAgent. (b) Each Grantor The Borrower agrees to pay, and to save the Collateral Trustee Agent and the other Secured Parties Senior Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor The Borrower agrees to pay, and to save the Collateral Trustee Agent and the other Secured Parties Senior Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement the Borrower would be required to do so pursuant to Section 9.05 of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit AgreementSenior Documents. (d) The agreements in this Section 7.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Senior Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay ------------------------------------------ or reimburse the Collateral Trustee and each Secured Party and the Trustee for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt other Loan Documents to which such Grantor is a party, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the Collateral Trustee and each Secured PartyTrustee. (b) Each Grantor agrees to pay, and to save the Collateral Trustee 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 liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement Borrower the Company would be required to do so indemnify the Administrative Agent and the Lenders pursuant to Section 9.05 15.5 of the Credit Agreement (whether or not then in effect)Agreement, if and Section 4.6 of the Collateral Trustee were acting as the Administrative Agent under the Credit New Trust Agreement. (d) The agreements in this Section 7.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt DocumentsCredit Agreement and the other Loan Documents and the New Trust Agreement.

Enforcement Expenses; Indemnification. (a) Each Grantor Affiliate Guarantor jointly and severally agrees to pay or reimburse the Collateral Trustee and each Secured Party and the Administrative Agent for all its their respective reasonable costs and expenses incurred in collecting against such Grantor Affiliate Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Affiliate Guarantor and the Secured Debt other Loan Documents to which such Grantor Affiliate Guarantor is a party, including the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Trustee Agent and each Secured Partythe Administrative Agent. (b) Each Grantor Affiliate Guarantor jointly and severally agrees to pay, and to save the Collateral Trustee and Agent, 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, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor agrees to pay, and to save the Collateral Trustee 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 Agreement (collectively, the “indemnified liabilities”), in each case to the extent each Credit Agreement the Parent Borrower would be required to do so pursuant to Section 9.05 Subsection 11.5 of the Credit Agreement (whether Agreement, and in any event excluding any taxes or not then in effect)other indemnified liabilities arising from gross negligence, if bad faith or willful misconduct of the Collateral Trustee were acting as Agent, the Administrative Agent under the Credit Agreementor any other Secured Party as determined by a court of competent jurisdiction in a final and nonappealable decision. (dc) The agreements in this Section Subsection 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees The Grantors agree (jointly and severally) to pay or reimburse the Collateral Trustee and each Secured Party on demand for all of its reasonable costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise connection with enforcing or preserving any rights under this Agreement and Agreement, including, without limitation, the Secured Debt Documents to which such Grantor is a party, including the reasonable fees and disbursements of counsel to the Collateral Trustee and each Secured Party. (b) Each Grantor agrees The Grantors agree (jointly and severally) to pay, and to save the Collateral Trustee and the other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Collateral or in connection with any of the transactions contemplated by this Agreement. For clarity, the foregoing does not include net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of the Lender or its members. (c) Each Grantor agrees The Grantors agree (jointly and severally) to pay, and to save the Collateral Trustee and the other Secured Parties Party harmless from, from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement Borrower would be required to do so pursuant to Section 9.05 of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement. (d) The agreements in this Section 7.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Documentstermination of this Agreement.

Enforcement Expenses; Indemnification. (a) Each Grantor Guarantor jointly and severally agrees to pay or reimburse the Collateral Trustee and each Secured Party and the U.S. Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Grantor any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the Secured Debt other Loan Documents to which such Grantor Guarantor is a party, including including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the U.S. Collateral Trustee Agent and each Secured Partythe U.S. Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save the U.S. Collateral Trustee Agent, the U.S. Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. Agreement and (cy) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the "indemnified liabilities"), in each case to the extent each Credit Agreement the Parent Borrower would be required to do so pursuant to Section 9.05 subsection 11.5 of the Credit Agreement Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the U.S. Collateral Agent or any other Secured Party (whether or not then as determined in effecta final non-appealable decision by a court of competent jurisdiction), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement. (dc) The agreements in this Section subsection 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor Guarantor jointly and severally agrees to pay or reimburse the Collateral Trustee and each Secured Party and the Common Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Grantor any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the Secured Debt other Finance Documents to which such Grantor Guarantor is a party, including the reasonable fees and disbursements of counsel to the Secured Parties, the Common Collateral Trustee Agent and each Secured Partythe Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save the Common Collateral Trustee Agent, each Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. Agreement and (cy) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent each Credit Agreement the Parent Borrower would be required to do so pursuant to Section 9.05 11.5 of each Credit Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the Credit Agreement (whether or not then in effect)Common Collateral Agent, if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreementor any other Secured Party. (dc) The agreements in this Section 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreements and the other Finance Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor Guarantor jointly and severally agrees to pay or reimburse the Collateral Trustee and each Secured Party and the U.S. Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Grantor any Guarantor under the guarantee contained in Section Article 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the Secured Debt other Loan Documents to which such Grantor Guarantor is a party, including including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the U.S. Collateral Trustee Agent and each Secured Partythe U.S. Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save the U.S. Collateral Trustee Agent, the U.S. Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. Agreement and (cy) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent each Credit Agreement the Parent Borrower would be required to do so pursuant to Section 9.05 subsection 11.5 of the Credit Agreement Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the U.S. Collateral Agent or any other Secured Party (whether or not then as determined in effecta final non-appealable decision by a court of competent jurisdiction), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement. (dc) The agreements in this Section subsection 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor Guarantor agrees to pay or reimburse the Collateral Trustee and each Secured Party for all its costs and expenses incurred in collecting against such Grantor Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt other Loan Documents to which such Grantor Guarantor is a party, including including, without limitation, the fees and disbursements of counsel to each Secured Party and of counsel to the Administrative Agent and the Collateral Trustee and Agent, in each Secured Partycase, to the extent the ABL Administrative Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (b) Each Grantor Guarantor agrees to pay, and to save the Collateral Trustee and the other each Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement, in each case, to the extent the ABL Administrative Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement. (c) Each Grantor Guarantor agrees to pay, and to save the Collateral Trustee Lenders and the other Secured Parties Agents harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, in each case, to the extent each Credit Agreement the ABL Administrative Borrower would be required to do so pursuant to Section 9.05 9.3 of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement. (d) The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other 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 the Parent were a reference to such Grantor.

Enforcement Expenses; Indemnification. (a) Each Grantor Guarantor jointly and severally agrees to pay or reimburse the Collateral Trustee and each Secured Party and the U.S. Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Grantor any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the Secured Debt other Loan Documents to which such Grantor Guarantor is a party, including including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the U.S. Collateral Trustee Agent and each Secured Partythe U.S. Administrative Agent. (b) Each Grantor jointly and severally agrees to pay, and to save the U.S. Collateral Trustee Agent, the U.S. Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. Agreement and (cy) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent each Credit Agreement the Parent Borrower would be required to do so pursuant to Section 9.05 subsection 11.5 of the Credit Agreement Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the U.S. Collateral Agent or any other Secured Party (whether or not then as determined in effecta final non-appealable decision by a court of competent jurisdiction), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement. (dc) The agreements in this Section subsection 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor Guarantor agrees to pay or reimburse the Collateral Trustee Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Grantor Guarantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt other Loan Documents to which such Grantor Guarantor is a party, including the reasonable and documented out-of-pocket fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Collateral Trustee Administrative Agent and each of one additional counsel to all other Secured PartyParties. (b) Each Grantor Guarantor agrees to pay, and to save the Collateral Trustee Administrative Agent and the each other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Grantor Guarantor agrees to pay, and to save the Collateral Trustee Administrative Agent and the each other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement the Borrower would be required to do so pursuant to Section 9.05 of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement; provided that no Guarantor shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted primarily from the Administrative Agent’s or such other Secured Party’s gross negligence or willful misconduct. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Secured Debt Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse the Collateral Trustee and each Secured Party for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the Secured Debt other Loan Documents to which such Grantor is a party, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the Collateral Trustee and each Secured PartyAdministrative Agent to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. (b) Each Grantor agrees to pay, and to save the Collateral Trustee and the other each Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement, except to the extent such liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Secured Party. (c) Each Grantor agrees to pay, and to save the Collateral Trustee and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent each Credit Agreement the Borrower would be required to do so pursuant to Section 9.05 10.5 of the Credit Agreement (whether or not then in effect), if the Collateral Trustee were acting as the Administrative Agent under the Credit Agreement. (d) The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Credit Agreement and the other 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.