Common use of Payment of Expenses and Taxes; Indemnification Clause in Contracts

Payment of Expenses and Taxes; Indemnification. (a) The Grantors agree (i) to pay or reimburse the Collateral Agent for all its reasonable costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent and the other Secured Parties for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Documents and any such other documents, including the reasonable fees, expenses and disbursements of their respective counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents), (iii) to pay, and indemnify and hold harmless the Collateral Agent and the Secured Parties from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Credit Agreement Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any other Credit Agreement Document, and (iv) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Collateral Agent and any Secured Party incurred in connection with the representation of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding.

Payment of Expenses and Taxes; Indemnification. The Company will (a) The Grantors agree (i) to pay or reimburse the Collateral Agent Xxxxxx Capital for all its reasonable of Xxxxxx Capital's out-of-pocket costs and expenses incurred in connection with the preparation, negotiation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Transaction Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable feesincluding, expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreementwithout limitation, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent Xxxxxx Capital, (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdictionb) relating to pay or reimburse Xxxxxx Capital for all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent actually incurred by Xxxxxx Capital and the other Secured Parties for all their reasonable costs and expenses incurred paid by Xxxxxx Capital in connection with the enforcement or preservation of any rights under this Agreementthe Transaction Documents, and the other Credit Agreement Security Documents verification of the Accounts Receivable and any such other documentsthe credit worthiness of the Customers, including the reasonable feeswithout limitation, expenses fees and disbursements of their respective counsel to Xxxxxx Capital; (including the allocated fees and expenses of in-house counselc) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents), (iii) to pay, and indemnify indemnify, and hold Xxxxxx Capital harmless the Collateral Agent and the Secured Parties from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from from, any failure to pay or delay in paying, documentary, paying any stamp, excise excise, and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement the Transaction Documents; (d) pay for monthly statements at $0.73 each plus all postage expended by Xxxxxx Capital to mail invoices and any other Credit Agreement Document, and otherwise collect the accounts; (ive) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and interest set forth on Exhibit “B” attached hereto and made a part thereof; (f) pay for field examinations at the rate of eight hundred fifty dollars per person per day plus expenses; (g) pay, indemnify and hold Xxxxxx Capital harmless from and against any and all claims, liabilities, obligations, losses, potential losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of counsel to the Collateral Agent any kind or nature whatsoever, whether threatened, pending or determined (including attorney's fees and court costs now or hereafter arising from this Agreement or any Secured Party incurred in connection with the representation activities of the Collateral Agent, Company (referred to as the "indemnified liabilities"); provided that the Company shall have no obligation hereunder to Xxxxxx Capital with respect to indemnified liabilities arising from the gross negligence or such Secured Party in any matter relating to or arising out willful misconduct of any bankruptcy or other proceeding Xxxxxx Capital. The covenants of this paragraph shall survive the type described in Section 10.1.(e) or 10.1.(f) termination of each Credit this Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding.

Payment of Expenses and Taxes; Indemnification. Borrower agrees (a) The Grantors agree (i) to pay or reimburse the Collateral Agent and, (1) if an Event of Default has occurred and is continuing or (2) if the Borrower requests and is granted a written amendment, restatement, supplement, waiver or other modification hereto that modifies the Financial Covenants in a manner that is more favorable to the Borrower (a “Financial Covenant Amendment”) and (3) there exists an actual or perceived conflict of interest among the Agent and/or the Lenders with respect to such Event of Default or Financial Covenant Amendment, the Lenders for all its reasonable costs and expenses incurred in connection with the preparationdevelopment, negotiation negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the other Credit Documents and the other Credit Agreement Documents and/or Credit Agreement Security Transaction Documents and any other documents prepared in connection herewith or therewithFourth Amendment Transaction Documents, and the consummation and administration of the transactions contemplated hereby Transactions and therebythe Fourth Amendment Transactions, and any other document, instrument, agreement or transaction related to the foregoing, including the reasonable fees, expenses disbursements and disbursements other charges of legal counsel and other third party advisors to the Collateral Agent, and all costs and expenses of Agent and/or the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this AgreementLenders; provided that, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens Borrower’s obligation to pay or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and reimburse the reasonable fees fees, disbursements and disbursements other charges of counsel to Lenders in the Collateral Agent case of clauses (including1) or (2) and (3) above shall be limited to the fees, without limitationdisbursements and other charges of one outside counsel to all affected Lenders, taken as a whole, and, if reasonably necessary, one additional local counsel to the Collateral Agent in each applicable jurisdiction) relating relevant jurisdiction to all such activities affected Lenders, taken as a whole, (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (iib) to pay or reimburse the Collateral Agent and the other Secured Parties Lenders for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Documents and any such the other documentsTransaction Documents and Fourth Amendment Transaction Documents, including the reasonable fees, expenses disbursements and disbursements other charges of their respective counsel and third party advisors to each Lender and of counsel to the Agent (including the allocated fees all cost and expenses incurred in connection with any workout or restructuring in respect of in-house counsel) the Loans, all costs and expenses incurred during any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documentslegal proceedings, including any proceeding under any Debtor Relief Law), (iiic) to pay, and indemnify indemnify, and hold harmless the Collateral Agent and the Secured Parties from, Lenders from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any Agreement, the other Credit Agreement DocumentDocuments and the other Transaction Documents and Fourth Amendment Transaction Documents, and (ivd) to the extent not already covered by any of the preceding subsections, to pay or reimburse the Agent and Lenders, as applicable, for all reasonable fees and expenses incurred in exercising their respective rights under Section 8.02 and (e) to pay, indemnify and hold harmless the Agent, the Lenders and their respective Related Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever, including all fees, disbursements and other charges of counsel to the Collateral Agent and any Secured Party other third party advisors and all fees, costs and expenses incurred in connection with the representation of the Collateral Agentinvestigating, preparing to defend or defending against, or such Secured Party participating in, or providing evidence in or preparing to serve or serving as a witness with respect to, any matter relating to or arising out of any bankruptcy action or other proceeding relating to any of the type described in Section 10.1.(e) foregoing (whether or 10.1.(f) not such party is a party to any such action or proceeding), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents, the Transaction Documents, the Fourth Amendment Transaction Documents, the consummation of the Transactions and the Fourth Amendment Transactions and any other document, instrument, agreement or transaction related to the foregoing, including any of the foregoing relating to the actual, potential or alleged violation of, noncompliance with or liability under, any Environmental Law or any actual, potential or alleged presence or Release of or exposure to Hazardous Materials applicable to the operations of each Credit Party, any of its Subsidiaries or to any of their Real Property, or any actual, potential or alleged natural resource damages or harm or injury to any other property whether or not any Lender, Agent or any of their Related Parties are a mortgagee in possession or the successor-in-interest to any Credit Party (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that (i) the Credit Parties shall have no obligation hereunder to the Agent or any Lender nor any of their Related Parties with respect to indemnified liabilities that result from the gross negligence or willful misconduct of such Person seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction and (ii) except as otherwise specified in clause (c) above, this Section 12.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Except as agreed by the Agent and the Borrower, all amounts due under this Section 12.05 shall be paid within thirty (30) days after written request therefor. The agreements in this Section 12.05 shall survive the resignation of any Agent, the replacement of any Lender and the repayment in full in cash of the Loans and all other Obligations and the termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, Agent and their respective Related 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, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower other Credit Document or any other Grantor, whether proposed by the Borrower, such GrantorTransaction Document or Fourth Amendment Transaction Documents, the Secured Parties or Transactions, the Fourth Amendment Transactions, any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding Loan or the confirmation or conclusion use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any such proceeding.information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. 135

Payment of Expenses and Taxes; Indemnification. (a) The Grantors agree Borrower agrees (i) to pay or reimburse each of the Collateral Agents, each Joint Lead Arranger, each Joint Bookrunner and the Syndication Agent for all its their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses (without duplication) associated with the syndication of the Credit Facilities and incurred in connection with the development, preparation, negotiation execution and execution delivery of, and any amendment, supplement or and/or modification to, to this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses disbursements and disbursements other charges LPL – Conformed A&R Credit Agreement 200 of legal Shearman & Sterling LLP as counsel to the Collateral AgentAgents with statements with respect to the foregoing to be submitted to the Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date and from time to time thereafter on a quarterly basis) and one counsel in each relevant local jurisdiction approved by, and all costs and expenses of the Collateral Agent in connection or otherwise retained with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreementconsent of, the Credit Agreement Documents and/or any Credit Agreement Security DocumentsBorrower, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent, the Administrative Agent and the other Secured Parties each Lender for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Documents and any such other documents, including the reasonable fees, expenses disbursements and disbursements other charges of their respective one firm or counsel (including to the allocated fees Administrative Agent and expenses of in-house counsel) and any payments in indemnification (but solely the Collateral Agent and, to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents required, one firm or local counsel in each relevant local jurisdiction or otherwise payable by retained with the Secured Parties Borrower’s consent (such consent not to the Collateral Agent pursuant to the Credit Agreement Documentsbe unreasonably withheld, conditioned or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) to pay, and indemnify and hold harmless each Lender, the Administrative Agent, the Collateral Agent Agent, each Joint Lead Arranger, the Joint Bookrunners, the Syndication Agent, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the Secured Parties from, “Indemnified Parties”) from and against any and all recording and filing fees and other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any and all liabilities with respect kind or nature whatsoever (including, but not limited to, any action, claim, litigation, investigation, inquiry or resulting from any failure to pay other proceeding), including, taken as a whole, reasonable and documented or delay in payinginvoiced out-of-pocket fees, documentaryreasonable expenses, stamp, excise disbursements and other similar taxescharges of one firm of counsel for all Indemnified Parties, if anytaken as a whole (and, which may be payable in the case of an actual or determined to be payable perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the execution and delivery of investigating or defending any of the Credit Agreement Documentsforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Party), and to the extent required, one firm or consummation local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) of any amendmentsuch Indemnified Party arising out of or relating to any action, supplement claim, litigation, investigation or modification other proceeding (including any inquiry or investigation of the foregoing) (regardless of whether such Indemnified Party is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person), arising out of, or with respect to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any waiver such other documents or consent under the use of the proceeds of the Loans or in respect Letters of Credit, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of or Release of Hazardous Materials applicable to the Borrower, any of its Subsidiaries or any of the Real Property (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Parties as determined in a final and nonappealable judgment as determined by a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable judgment as determined by a court of competent jurisdiction, (iii) in addition to clause (ii) above, in the case of any action, claim, litigation, investigation, inquiry or other proceeding initiated by the Borrower against the relevant LPL – Conformed A&R Credit Agreement DocumentIndemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (iv) to any proceeding between and among Indemnified Parties that does not involve an act or omission by the extent not already covered by any direct parent of the preceding subsectionsBorrower, to pay the Borrower or reimburse its Restricted Subsidiaries; provided that the fees and disbursements of counsel to the Collateral Agent and any Secured Party incurred in connection with the representation of Administrative Agent, the Collateral Agent, or the Letter of Credit Issuers, the Swingline Lenders, the Joint Lead Arrangers, the Joint Bookrunners and the Syndication Agent to the extent acting in their capacity as such, shall remain indemnified in respect of such Secured Party in any matter relating proceeding, to or arising out of any bankruptcy or other proceeding the extent that none of the type described exceptions set forth in Section 10.1.(eclause (i), (ii), (iii) or 10.1.(f(iv) of each Credit Agreement, including, without limitation, (Athe immediately preceding proviso applies to such person at such time. All amounts payable under this Section 13.5(a) any motion for relief from any stay or similar order, (B) shall be paid within 10 Business Days after receipt by the negotiation, preparation, execution and delivery Borrower of any document an invoice relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor thereto setting forth such expense in possession financing or any plan of reorganization reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Borrower or any Loans and all other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceedingamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Grantors shall pay such compensation to the Collateral Trustee as the Issuers and Collateral Trustee may agree in writing from time to time. Notwithstanding that the Collateral Trustee is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) The Grantors agree (i) to pay or reimburse the Collateral Agent Trustee for all its documented fees and reasonable costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Notes Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses fees and disbursements of legal counsel and agents, appointed pursuant to Section 5.2, to the Collateral AgentTrustee, any amounts due and owing pursuant to any mortgage, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral AgentTrustee (b) after the occurrence of a Triggering Event, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent Trustee and the other Secured Parties Representatives for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Documents and any such other documents, including the reasonable fees, expenses fees and disbursements of their respective counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to Trustee and the Credit Agreement Documents)other Secured Representatives, (iii) to pay, and indemnify indemnify, defend and hold harmless the Collateral Agent Trustee and the other Secured Parties from, Representatives from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Security Documents and any such other Credit Agreement Documentdocuments, and (ivc) to pay, indemnify, defend and hold harmless the extent not already covered by Collateral Trustee and the other Secured Representatives and their respective directors, officers, employees, trustees and agents 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, including reasonable and documented fees, disbursements and other charges of counsel and agents appointed pursuant to Section 5.2, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Documents and any such other documents, including any of the preceding subsectionsforegoing relating to the violation of, to pay noncompliance with or reimburse liability under, any environmental law (all the fees and disbursements of counsel foregoing in this clause (c), collectively, the “indemnified liabilities”); provided that the Grantors shall have no obligation hereunder to the Collateral Agent Trustee or any other Secured Representative nor any of their respective directors, officers, employees and any agents with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). The agreements in Section 5 and this Section 7.8 shall survive repayment of the Secured Party incurred in connection with Obligations and all other amounts payable hereunder and under the representation other Secured Debt Documents and the termination of this Agreement or the removal or resignation of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceedingTrustee.

Payment of Expenses and Taxes; Indemnification. The Grantors shall, jointly and severally, pay such compensation to the Collateral Trustee as the Issuers and Collateral Trustee may agree in writing from time to time. Notwithstanding that the Collateral Trustee is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) The Grantors agree (i) to pay or reimburse the Collateral Agent Trustee for all its reasonable and documented fees and reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Notes Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses and documented fees and disbursements of legal counsel (limited to one counsel to the Secured Parties, taken as a whole and, if necessary, one local counsel in each appropriate jurisdiction (and solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and of one counsel to the Collateral AgentTrustee) and agents, appointed pursuant to Section 5.2, to the Collateral Trustee, any amounts due and owing pursuant to any Mortgage, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral AgentTrustee, and (b) after the review occurrence of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (includinga Triggering Event, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent Trustee and the other Secured Parties Priority Lien Representatives for all their reasonable documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Documents and any such other documents, including the reasonable fees, expenses documented fees and disbursements of their respective counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant Trustee and the other Priority Lien Representatives (limited to one counsel to the Credit Agreement DocumentsSecured Parties, taken as a whole and, if necessary, one local counsel in each appropriate jurisdiction (and solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and of one counsel to the Collateral Trustee), (iii) to pay, and indemnify indemnify, defend and hold harmless the Collateral Agent Trustee and the Secured Parties from, other Priority Lien Representatives from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Security Documents and any such other Credit Agreement Documentdocuments, and (ivc) to pay, indemnify, defend and hold harmless the extent not already covered by Collateral Trustee and the other Priority Lien Representatives and their respective directors, officers, employees, trustees and agents from and against any of the preceding subsectionsand all other liabilities, to pay obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or reimburse the fees and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel (limited to one counsel to the Secured Parties, taken as a whole and, if necessary, one local counsel in each appropriate jurisdiction (and solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and of one counsel to the Collateral Agent Trustee) and agents appointed pursuant to Section 5.2, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Documents and any Secured Party incurred such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any environmental law (all the foregoing in connection this clause (c), collectively, the “indemnified liabilities”); provided that the Grantors shall have no obligation hereunder to the Collateral Trustee or any other Priority Lien Representative nor any of their respective directors, officers, employees, trustees and agents with respect to indemnified liabilities arising from the representation bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). The agreements in Section 5 and this Section 7.8 shall survive repayment of the Priority Lien Obligations and all other amounts payable hereunder and under the other Priority Lien Documents and the termination of this Agreement or the removal or resignation of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceedingTrustee.

Payment of Expenses and Taxes; Indemnification. Parent and the Borrower agree, jointly and severally, (a) The Grantors agree (i) to pay or reimburse the Collateral Administrative Agent and the Arranger for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication, negotiation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Loan Documents and any other documents prepared in connection herewith or therewith, whether or not the transactions hereby or thereby shall be consummated, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable documented fees and disbursements of a single counsel (and appropriate local and special counsel) to the Collateral Administrative Agent (includingand Arranger and filing and recording fees and expenses, without limitation, local counsel with statements with respect to the Collateral Agent in each applicable jurisdiction) relating foregoing to all such activities (it being understood and agreed that, be submitted to the extent any Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date or, if the Restatement Effective Date does not occur, such services other date as the Administrative Agent shall deem appropriate) and from time to time thereafter on a quarterly basis or activities are provided internally by such other periodic basis as the Collateral Agent, the Borrower Administrative Agent shall reimburse the Collateral Agent for such costs and expenses at market rates) deem appropriate; (iib) to pay or reimburse the Collateral Agent Administrative Agent, the Lenders and the other Secured Parties Issuing Lenders for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Loan Documents and any such other documents, including the reasonable fees, expenses fees and disbursements of their respective one law firm for the Administrative Agent, the Lenders and the Issuing Lenders, except where such expenses relate to any litigation or any other formal proceeding commenced by the Administrative Agent, the Lenders or the Issuing Lenders in which the Administrative Agent, the Lenders and the Issuing Lenders are not the prevailing party; provided that (i) absent an actual or perceived conflict of interest, Borrower and Parent shall not be required to pay for more than one counsel (including the allocated fees and expenses of in-house appropriate local and special counsel)) under this clause (b) and any payments in indemnification (but solely ii) if an actual or perceived conflict of interest shall exist, Borrower and Parent shall not be required to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documentspay for more than one counsel (and appropriate local and special counsel), ) under this clause (iiib) for all similarly situated Lenders; (c) to pay, and indemnify indemnify, and hold harmless each Lender, the Collateral Agent Issuing Lenders and the Secured Parties Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxestaxes (but excluding any taxes or increased costs otherwise not subject to the gross-up provided for by Section 2.16(a)), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other Credit Agreement Documentdocuments, and (ivd) to pay, indemnify, and hold each Lender, the Issuing Lenders, the Administrative Agent and the Arranger and their respective officers, directors, employees, trustees, Affiliates, agents, advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, claims, 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, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law and the reasonable fees and expenses of legal counsel or consultants in connection therewith (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that (i) Parent and the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or wilful misconduct of such Indemnitee; (ii) absent an actual or perceived conflict of interest, Borrower and Parent shall not already covered be required to pay for more than one counsel (and appropriate local and special counsel)) under this clause (d) for all Indemnitees and (iii) if an actual or perceived conflict of interest shall exist, Borrower and Parent shall not be required to pay for more than one counsel (and appropriate local and special counsel)) under this clause (d) for all similarly situated Indemnitees. Without limiting the foregoing, and to the extent permitted by applicable law, Parent and the Borrower agree not to assert and to cause their respective Subsidiaries not to assert, and hereby waive and agree to cause their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. Without limiting the preceding subsectionsforegoing, to pay or reimburse the fees and disbursements of counsel to the Collateral Agent extent permitted by applicable law, Parent and the Borrower agree not to assert, and hereby waive, any Secured Party incurred claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the representation use of the Collateral Agent, or such Secured Party in any matter relating proceeds thereof. All amounts due under this Section 10.5 shall be payable not later than thirty (30) days after written demand therefor. Statements payable by the Borrower pursuant to or arising out of any bankruptcy or other proceeding of the type described in this Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating 10.5 shall be submitted to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. To the extent that Parent and the Borrower fail to pay any amount required to be paid by them to the Administrative Agent or any other GrantorIssuing Lender under this Section 10.5, whether proposed by each Lender severally agrees to pay to the BorrowerAdministrative Agent or such Issuing Lender, as the case may be, such Grantor, Lender’s Percentage Interest (determined as of the Secured Parties time that the applicable unreimbursed expense or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement indemnity payment is sought) of such proceeding unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the confirmation case may be, was incurred by or conclusion of asserted against the Administrative Agent or such Issuing Lender in its capacity as such. This Section 10.5 shall not apply with respect to Taxes other than any such proceedingTaxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses and Taxes; Indemnification. The Borrower and each other Loan Party agrees: (a) The Grantors agree (i) to pay or reimburse the Collateral each Agent and each Lender for all its their reasonable costs and documented costs, fees and expenses incurred in connection with the development, negotiation, preparation, negotiation execution, delivery and execution administration of, and any amendment, supplement supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including without limitation such costs, fees and expenses related to due diligence, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, expenses disbursements and disbursements other charges of legal internal and external counsel to the Collateral AgentAgents and internal and external tax professionals, accounting professionals, and other consultants and advisors, in all costs cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay to each Agent and each Lender the allocated, reasonable and documented costs, fees and expenses of the Collateral Agent internal counsel to thereto in connection with the use of IntraLinksany amendment, SyndTrak supplement, modification, waiver or consent delivered hereunder, in addition to any other similar information transmission systems applicable fee that may be payable in connection with this Agreementany such amendment, the Credit Agreement Documents and/or any Credit Agreement Security Documentssupplement, the preservation of the Liens modification, waiver or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent consent; (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (iic) to pay or reimburse the Collateral each Agent and the other Secured Parties each Lender for all of their reasonable costs properly documented costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Credit Agreement Security Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the reasonable fees, expenses disbursements and disbursements other charges of their respective internal and external counsel to each Agent, internal and external counsel to each Lender, and internal and external tax professionals, accounting professionals, and other consultants and advisors of each Agent and of each Lender; (including the allocated fees and expenses of in-house counsel) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents), (iiid) to pay, and indemnify indemnify, and hold harmless the Collateral each Agent and the Secured Parties from, each Lender from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay Other Taxes (without duplication of amounts referenced in paying, documentary, stamp, excise and other similar taxesSection 4.04), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Loan Agreement, the other Loan Documents and any such other Credit Agreement Document, and documents; (ive) to the extent not already covered by any of the preceding subsections, to pay or reimburse each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.17; and (f) to pay, indemnify and hold harmless each Agent, each Lender, each other Secured Party, and the fees respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented costs, expenses and disbursements of counsel any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of internal and external counsel, with respect to the Collateral Agent negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Loan Documents and any Secured such other documents, including any of the foregoing relating to (x) any Environmental Claim that relates to any Loan Party incurred or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the representation operations of the Collateral Agentany Loan Party, Subsidiary of any Loan Party or such Secured Party in any matter relating of their Real Property and (y) liabilities, obligations, losses, damages, penalties, actions, judgments or suits with respect to or arising directly or indirectly in any manner or for any cause or reason whatsoever out of an Aircraft, an Airframe, any bankruptcy Engine or engine installed on an Aircraft, any Part, any Aircraft Documents, the capacity, age, airworthiness, value, durability, description, specific configuration, design, workmanship, materials, manufacture, construction, testing, delivery, import to the initial or any other proceeding Country of the type described in Section 10.1.(e) or 10.1.(f) of each Credit AgreementRegistration, export (including, without limitation, any export at re-delivery following an Event of Default), ownership, registration, possession, control, use, operation (including, without limitation, airport charges), leasing, sub-leasing, insurance, maintenance, repair, refurbishment, condition (whether of an Aircraft, any Engine, any part or the Aircraft Documents), performance, fitness for any particular use or purpose or suitability of any Aircraft or any part thereof, service, overhaul, modification, change, alteration, loss, damage, removal, storage or re-delivery of, in or to an Aircraft or the Aircraft Insurances, or otherwise in connection with an Aircraft, or relating to loss or destruction of or damage to any property, or death or injury of, or other loss of whatsoever nature suffered by, any person caused by, relating to, or arising from or out of (in each case whether directly or indirectly and whether arising on or prior to the date hereof) any of the foregoing matters (all the foregoing in this clause (f), collectively, the “Indemnified Liabilities”); provided, however, that the Loan Parties shall have no obligation under this clause (f) to any Agent, any Lender, any other Secured Party, or any Related Party of any of them, for Indemnified Liabilities arising from (A) any motion for relief from any stay the gross negligence or similar orderwillful misconduct of the party to be indemnified, as determined by a final, non-appealable order of a court of competent jurisdiction or (B) any Claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates. The agreements in this Section 12.05 shall survive repayment of the negotiationLoans and all other amounts payable hereunder and the other Loan Documents and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, preparationno Loan Party shall assert, execution and delivery each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any document relating to kind, and in each case whether special, reliance, punitive, compensatory, benefit of the Pari Passu Obligations bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and (C) the negotiation and preparation no Related Party of any debtor of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in possession financing connection with this Loan Agreement or any plan of reorganization the other Loan Documents or the transactions contemplated hereby or thereby, in the absence of the Borrower willful misconduct or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement gross negligence of such proceeding or the confirmation or conclusion Person as determined by a final, non-appealable order of any such proceedinga court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. Each Company will jointly and severally (a) The Grantors agree (i) to pay or reimburse the Collateral Agent Laurus for all its reasonable of Laurus' out-of-pocket costs and expenses incurred in connection with the preparation, negotiation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Transaction Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable feesincluding, expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreementwithout limitation, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent Laurus (includingwhether or not such counsel is affiliated with Laurus), without limitation, local counsel to the Collateral Agent in each applicable jurisdiction(b) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent and the other Secured Parties Laurus for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementthe Transaction Documents, and the other Credit Agreement Security Documents verification of the Accounts Receivable and any such other documentsthe credit worthiness of the account debtors, including the reasonable feesincluding, expenses without limitation, fees and disbursements of their respective counsel to Laurus (including the allocated fees and expenses of in-house counselwhether or not such counsel is affiliated with Laurus) and any payments in indemnification collateral evaluation (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents e.g. field examinations, collateral analysis or otherwise payable other business analysis) performed by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents), Laurus or for its benefit as Laurus deems necessary; (iiic) to pay, and indemnify indemnify, and hold Laurus harmless the Collateral Agent and the Secured Parties from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from from, any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Credit Agreement Documentsof, or consummation of any of the transactions contemplated by, or any amendment, supplement or of modification of, or any waiver or consent under or in respect of, this Agreement and any other Credit Agreement Documentthe Transaction Documents; (d) pay, indemnify, and hold Laurus harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether threatened, pending or determined (ivincluding attomeys' fees and court costs now or hereafter arising from the enforcement of this clause), (1) with respect to the extent not already covered by any execution, delivery, enforcement and performance of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Collateral Agent and any Secured Party incurred in connection with the representation of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit AgreementTransaction Documents, including, without limitation, the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any collateral, or (A2) any motion for relief arising directly or indirectly from any stay or similar order, (B) the negotiation, preparation, execution and delivery activities of any document relating to Company or any subsidiary, its predecessors in interest, or third parties with whom any Company or any subsidiary has a contractual relationship, or arising directly or indirectly from the Pari Passu Obligations and (C) the negotiation and preparation violation of any debtor in possession financing environmental protection, health, or safety law, whether such claims are asserted by any plan of reorganization of the Borrower governmental agency or any other Grantorperson or entity, whether proposed or (3) arising by virtue of or in connection with any representation or warranty by any Company being untrue as of the Borrowerdate made or any agreement or covenant by any Company not being performed as and when required hereunder (all of the foregoing, such Grantorcollectively, the Secured Parties "indemnified liabilities"); provided, that no Company shall have any obligation hereunder to Laurus with respect to indemnified liabilities arising from (i) the gross negligence or any willful misconduct of Laurus, (ii) salaries and other Person, and whether such amounts payable by Laurus to its employees in the ordinary course of business (other than for legal fees and specifically billed with respect to a particular matter to which the foregoing relates) or (iii) expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding.by Laurus (other than those specifically

Payment of Expenses and Taxes; Indemnification. (a) The Grantors agree (ia) to pay or reimburse the Collateral Agent for all its reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Pari Passu Debt Documents and/or Credit Agreement Pari Passu Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel to the Collateral Agent, and all reasonable and documented out-of-pocket fees, costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Pari Passu Debt Documents and/or any Credit Agreement Pari Passu Security Documents, Documents and the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (iib) to pay or reimburse the Collateral Agent and the other Secured Parties for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Pari Passu Security Documents and any such other documents, including the reasonable and out-of-pocket fees, expenses and disbursements of their respective legal counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents), (iii) to pay, and indemnify and hold harmless the Collateral Agent and the other Secured Parties fromand their respective legal counsel, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Credit Agreement Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any other Credit Agreement Document, and (ivc) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Collateral Agent and any Secured Party incurred in connection with the representation of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreementbankruptcy, including, without limitation, (Ai) any motion for relief from any stay or similar order, (Bii) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Debt Obligations and (Ciii) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower Company or any other Grantor, whether proposed by the BorrowerCompany, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. Notwithstanding the foregoing, the obligation to reimburse the Secured Parties for fees and expenses of counsel in connection with the matters described in items (b) and (c) above shall be limited to (x) one law firm for the Collateral Agent, (y) one other law firm retained by the Required Pari Passu Debtholders, together with (in the case of (x) and (y), as applicable) one additional counsel in each applicable jurisdiction, and (z) in the case of an actual or perceived conflict of interest, one additional counsel to the affected Secured Parties that are similarly situated in each relevant jurisdiction, (d) to pay, indemnify, defend and hold harmless the Collateral Agent, and Affiliate of the Collateral Agent, and the other Secured Parties (the “Indemnified Party”) from and against any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Pari Passu Security Documents and any such other documents, and (e) to pay, indemnify, defend and hold harmless the Collateral Agent and the other Secured Parties and their respective directors, officers, employees, trustees and agents from and against (i) any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, claims, deficiencies, expenses or disbursements of every kind and nature whatsoever, including court costs and the reasonable and documented fees, disbursements and other charges of legal counsel (it being understood and agreed that the Grantors will not be responsible for fees and expenses of more than one special counsel and one local counsel in each relevant jurisdiction), in each case selected by the Collateral Agent, and in the case of an actual or perceived conflict of interest, one additional counsel to the affected Secured Parties that are similarly situated in each relevant jurisdiction, incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith; (ii) the fact that the Collateral Agent and the Secured Parties are creditors of the Company and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Company and the Affiliates; (iii) the fact that the Collateral Agent and the Secured Parties are material creditors of the Company and are alleged to influence directly or indirectly the business decisions or affairs of the Company and the Affiliates or their financial condition; (iv) the exercise of any right or remedy the Collateral Agent or the Secured Parties may have under this Agreement, any Pari Passu Debt Document or any Pari Passu Security Document, (v) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Pari Passu Security Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (as defined in the Credit Agreement) (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Grantors shall have no obligation hereunder to the Collateral Agent or any other Secured Party nor any of their respective directors, officers, employees and agents with respect to (1) indemnified liabilities arising from the gross negligence, bad faith or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction), (2) indemnified liabilities to the extent arising directly out of or resulting directly from claims of one or more Indemnified Parties against another Indemnified Party or (3) a material breach by such Indemnified Party of its obligations under the Pari Passu Debt Documents, as determined by a court of competent jurisdiction in a final, non-appealable judgment. The agreements in this Section 8.9 shall survive (x) repayment of the Pari Passu Debt Obligations and all other amounts payable hereunder and under the other Pari Passu Debt Documents, (y) the removal or resignation of the Collateral Agent, and (z) any termination of this Agreement and the other Pari Passu Debt Documents and/or Pari Passu Security Documents and are in addition to, and not in substitution of, any of the other obligations set forth in this Agreement, any Pari Passu Security Document or any other Pari Passu Debt Document to which it is a party. The agreements in this Section 8.9 shall apply to the indemnified liabilities arising out of, or related to, the foregoing where or not such Indemnified Party is named a party in such a proceeding. In this connection, this indemnification shall cover all costs and expenses of any Indemnified Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification shall, among other things, apply to any such proceeding commenced by other creditors of the Parent or the Company or any Affiliate, any shareholder of the Company or any Affiliate (whether such shareholder(s) are prosecuting such proceeding in Company individual capacity or derivatively on behalf of the Parent or the Company), any account debtor of the Company or any Affiliate or by any Governmental Authority (as defined in the Credit Agreement). This indemnification shall apply to any such proceeding for indemnified liabilities arising during the pendency of any bankruptcy proceeding filed by or against the Company and/or any Affiliate. All out of pocket fees and expenses of, and all amounts paid to third persons by, an Indemnified Party shall be advanced by the Parent and the Company at the request of such Indemnified Party notwithstanding any claim or assertion by the Parent and the Company that such Indemnified Party is not entitled to indemnification hereunder upon receipt of an undertaking by such Indemnified Party that such Indemnified Party will reimburse the Company if it is actually and finally determined by a court of competent jurisdiction that such Indemnified Party is not so entitled to indemnification hereunder. An Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any proceeding for indemnified liabilities covered by this Section and, as provided above, all costs and expenses incurred by such Indemnified Party shall be reimbursed by the Parent and the Company. No action taken by legal counsel chosen by an Indemnified Party in investigating or defending against any such proceeding shall vitiate or in any way impair the obligations and duties of the Company hereunder to indemnify and hold harmless each such Indemnified Party; provided, however, that (i) if the Parent and the Company are required to indemnify an Indemnified Party pursuant hereto and (ii) the Parent and the Company have provided evidence reasonably satisfactory to such Indemnified Party that the Parent and the Company have the financial wherewithal to reimburse such Indemnified Party for any amount paid by such Indemnified Party with respect to such proceeding covered by this Section, such Indemnified Party shall not settle or compromise any such Indemnity Proceeding without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed). If and to the extent that the obligations of the Parent and the Company hereunder are unenforceable for any reason, each of the Parent and the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

Payment of Expenses and Taxes; Indemnification. Parent and the Borrower agree, jointly and severally, (a) The Grantors agree (i) to pay or reimburse the Collateral Administrative Agent and the Arrangers for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication, negotiation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Loan Documents and any other documents prepared in connection herewith or therewith, whether or not the transactions hereby or thereby shall be consummated, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable documented fees and disbursements of a single counsel (and appropriate local and special counsel) to the Collateral Administrative Agent (includingand the Arrangers and filing and recording fees and expenses, without limitation, local counsel with statements with respect to the Collateral Agent in each applicable jurisdiction) relating foregoing to all such activities (it being understood and agreed that, be submitted to the extent any Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date or, if the Closing Date does not occur, such services other date as the Administrative Agent shall deem appropriate) and from time to time thereafter on a quarterly basis or activities are provided internally by such other periodic basis as the Collateral Agent, the Borrower Administrative Agent shall reimburse the Collateral Agent for such costs and expenses at market rates) deem appropriate; (iib) to pay or reimburse the Collateral Agent Administrative Agent, the Lenders and the other Secured Parties Issuing Lenders for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Loan Documents and any such other documents, including the reasonable fees, expenses fees and disbursements of their respective one law firm for the Administrative Agent, the Lenders and the Issuing Lenders, except where such expenses relate to any litigation or any other formal proceeding commenced by the Administrative Agent, the Lenders or the Issuing Lenders in which the Administrative Agent, the Lenders and the Issuing Lenders are not the prevailing party; provided that (i) absent an actual or perceived conflict of interest, Borrower and Parent shall not be required to pay for more than one counsel (including the allocated fees and expenses of in-house appropriate local and special counsel)) under this clause (b) and any payments in indemnification (but solely ii) if an actual or perceived conflict of interest shall exist, Borrower and Parent shall not be required to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documentspay for more than one counsel (and appropriate local and special counsel), ) under this clause (iiib) for all similarly situated Lenders; (c) to pay, and indemnify indemnify, and hold harmless each Lender, the Collateral Agent Issuing Lenders and the Secured Parties Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxestaxes (but excluding any taxes or increased costs otherwise not subject to the gross-up provided for by Section 2.16(a)), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other Credit Agreement Documentdocuments, and (ivd) to pay, indemnify, and hold each Lender, the Issuing Lenders, the Administrative Agent and the Arrangers and their respective officers, directors, employees, trustees, Affiliates, agents, advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, claims, 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, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law and the reasonable fees and expenses of legal counsel or consultants in connection therewith (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that (i) Parent and the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or wilful misconduct of such Indemnitee; (ii) absent an actual or perceived conflict of interest, Borrower and Parent shall not already covered be required to pay for more than one counsel (and appropriate local and special counsel)) under this clause (d) for all Indemnitees and (iii) if an actual or perceived conflict of interest shall exist, Borrower and Parent shall not be required to pay for more than one counsel (and appropriate local and special counsel)) under this clause (d) for all similarly situated Indemnitees. Without limiting the foregoing, and to the extent permitted by applicable law, Parent and the Borrower agree not to assert and to cause their respective Subsidiaries not to assert, and hereby waive and agree to cause their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. Without limiting the preceding subsectionsforegoing, to pay or reimburse the fees and disbursements of counsel to the Collateral Agent extent permitted by applicable law, Parent and the Borrower agree not to assert, and hereby waive, any Secured Party incurred claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the representation use of the Collateral Agent, or such Secured Party in any matter relating proceeds thereof. All amounts due under this Section 10.5 shall be payable not later than thirty (30) days after written demand therefor. Statements payable by the Borrower pursuant to or arising out of any bankruptcy or other proceeding of the type described in this Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating 10.5 shall be submitted to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. To the extent that Parent and the Borrower fail to pay any amount required to be paid by them to the Administrative Agent or any other GrantorIssuing Lender under this Section 10.5, whether proposed by each Lender severally agrees to pay to the BorrowerAdministrative Agent or such Issuing Lender, as the case may be, such Grantor, Lender’s Percentage Interest (determined as of the Secured Parties time that the applicable unreimbursed expense or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement indemnity payment is sought) of such proceeding unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the confirmation case may be, was incurred by or conclusion of asserted against the Administrative Agent or such Issuing Lender in its capacity as such. This Section 10.5 shall not apply with respect to Taxes other than any such proceedingTaxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses and Taxes; Indemnification. Each Borrower and each other Loan Party agrees: (a) The Grantors agree (i) to pay or reimburse the Collateral each Agent and each Initial Lender for all its their reasonable costs and documented costs, fees and out-of-pocket expenses incurred in connection with the negotiation, preparation, negotiation execution, delivery and execution administration of, and any amendment, supplement supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including without limitation such reasonable and documented costs, fees and out-of-pocket expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and limited in the case of legal expenses to the reasonable and documented fees, expenses disbursements and disbursements other charges of legal one external counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, Agents and the review Lenders (absent any conflict of Properties for inclusion as Collateral Properties interest) and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement reasonably necessary special counsel and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, jurisdiction to the extent any of such services or activities are provided internally by Agents and the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) Lenders; (iib) to pay or reimburse the Collateral each Agent and the other Secured Parties each Lender for all of their reasonable costs and documented costs, fees and out-of-pocket expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Credit Agreement Security Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the reasonable fees, expenses disbursements and disbursements other charges of their respective one external counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant Agent and the Lenders, and reasonably necessary special counsel and local counsel in each applicable jurisdiction to the Credit Agreement Documents or otherwise payable by Agent and the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents), Lenders; (iiic) to pay, and indemnify indemnify, and hold harmless the Collateral each Agent and the Secured Parties from, each Lender from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Loan Agreement, the other Loan Documents and any such other Credit Agreement Document, and documents; (ivd) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Collateral each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and (e) to pay, indemnify and hold harmless each Agent, each Lender, each other Secured Party, and the respective Related Parties of each of them, from and against any Secured and all other liabilities, obligations, losses, damages, penalties, actions, judgments, and third party suits, including any of the foregoing relating to any Environmental Claim that relates to any Loan Party incurred or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the representation operations of any Loan Party, Subsidiary of any Loan Party or any of their Real Property (all the Collateral foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided, however, that the Loan Parties shall have no obligation under this clause (e) to either Agent, any Lender, any other Secured Party, or such Secured any Related Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreementthem, including, without limitation, for Indemnified Liabilities arising from (A) any motion for relief from any stay the gross negligence, bad faith or similar orderwillful misconduct of the party to be indemnified, as determined by a final, non-appealable order of a court of competent jurisdiction, (B) any breach of the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and funding obligations under this Agreement by such Indemnified Party or (C) the negotiation any Claim resulting from one party to be indemnified against any other party to be indemnified and preparation that does not involve an act or omission of any debtor in possession financing Borrower, any Guarantor or any plan of reorganization their respective Subsidiaries or Affiliates. The agreements in this Section 12.05 shall survive repayment of the Borrower Loans and all other amounts payable hereunder and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any other Grantor, whether proposed by the Borrower, such Grantoragreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Parties or any other PersonParty, and whether such fees and expenses are incurred prior tono Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, during electronic or after other information transmission systems in connection with this Loan Agreement or the commencement other Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct, bad faith or gross negligence of such proceeding or the confirmation or conclusion Person as determined by a final, non-appealable order of any such proceeding.a court of competent jurisdiction. 138

Payment of Expenses and Taxes; Indemnification. Parent and the Borrower agree, jointly and severally, (a) The Grantors agree (i) to pay or reimburse the Collateral Administrative Agent and the Arranger for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication, negotiation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Loan Documents and any other documents prepared in connection herewith or therewith, whether or 82 not the transactions hereby or thereby shall be consummated, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable documented fees and disbursements of a single counsel (and appropriate local and special counsel) to the Collateral Administrative Agent (includingand Arranger and filing and recording fees and expenses, without limitation, local counsel with statements with respect to the Collateral Agent in each applicable jurisdiction) relating foregoing to all such activities (it being understood and agreed that, be submitted to the extent any Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date or, if the Closing Date does not occur, such services other date as the Administrative Agent shall deem appropriate) and from time to time thereafter on a quarterly basis or activities are provided internally by such other periodic basis as the Collateral Agent, the Borrower Administrative Agent shall reimburse the Collateral Agent for such costs and expenses at market rates) deem appropriate; (iib) to pay or reimburse the Collateral Agent Administrative Agent, the Lenders and the other Secured Parties Issuing Lenders for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Loan Documents and any such other documents, including the reasonable fees, expenses fees and disbursements of their respective one law firm for the Administrative Agent, the Lenders and the Issuing Lenders, except where such expenses relate to any litigation or any other formal proceeding commenced by the Administrative Agent, the Lenders or the Issuing Lenders in which the Administrative Agent, the Lenders and the Issuing Lenders are not the prevailing party; provided that (i) absent an actual or perceived conflict of interest, Borrower and Parent shall not be required to pay for more than one counsel (including the allocated fees and expenses of in-house appropriate local and special counsel)) under this clause (b) and any payments in indemnification (but solely ii) if an actual or perceived conflict of interest shall exist, Borrower and Parent shall not be required to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documentspay for more than one counsel (and appropriate local and special counsel), ) under this clause (iiib) for all similarly situated Lenders; (c) to pay, and indemnify indemnify, and hold harmless each Lender, the Collateral Agent Issuing Lenders and the Secured Parties Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxestaxes (but excluding any taxes or increased costs otherwise not subject to the gross-up provided for by Section 2.16(a)), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other Credit Agreement Documentdocuments, and (ivd) to pay, indemnify, and hold each Lender, the Issuing Lenders, the Administrative Agent and the Arranger and their respective officers, directors, employees, trustees, Affiliates, agents, advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, claims, 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, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law and the reasonable fees and expenses of legal counsel or consultants in connection therewith (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that (i) Parent and the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or wilful misconduct of such Indemnitee; (ii) absent an actual or perceived conflict of interest, Borrower and Parent shall not already covered be required to pay for more than one counsel (and appropriate local and special counsel)) under this clause (d) for all Indemnitees and (iii) if an actual or perceived conflict of interest shall exist, Borrower and Parent shall not be required to pay for more than one counsel (and appropriate local and special counsel)) under this clause (d) for all similarly situated Indemnitees. Without limiting the foregoing, and to the extent permitted by applicable law, Parent and the Borrower agree not to assert and to cause their respective Subsidiaries not to assert, and hereby waive and agree to cause their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. Without limiting the preceding subsectionsforegoing, to pay or reimburse the fees and disbursements of counsel to the Collateral Agent extent permitted by applicable law, Parent and the Borrower agree not to assert, and hereby waive, any Secured Party incurred claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the representation use of the Collateral Agent, or such Secured Party in any matter relating proceeds thereof. All amounts due under this Section 10.5 shall be payable not later than thirty (30) days after written demand therefor. Statements payable by the Borrower pursuant to or arising out of any bankruptcy or other proceeding of the type described in this Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating 10.5 shall be submitted to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. To the extent that Parent and the Borrower fail to pay any amount required to be paid by them to the Administrative Agent or any other GrantorIssuing Lender under this Section 10.5, whether proposed by each Lender severally agrees to pay to the BorrowerAdministrative Agent or such Issuing Lender, as the case may be, such Grantor, Lender’s Percentage Interest (determined as of the Secured Parties time that the applicable unreimbursed expense or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement indemnity payment is sought) of such proceeding unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the confirmation case may be, was incurred by or conclusion of any asserted against the Administrative Agent or such proceedingIssuing Lender in its capacity as such.

Payment of Expenses and Taxes; Indemnification. The Grantors shall, jointly and severally, pay such compensation to the Collateral Trustee as the Issuers and Collateral Trustee may agree in writing from time to time. Notwithstanding that the Collateral Trustee is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) The Grantors agree (i) to pay or reimburse the Collateral Agent Trustee for all its reasonable and documented fees and reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Notes Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses and documented fees and disbursements of legal counsel (limited to one counsel to the Secured Parties, taken as a whole and, if necessary, one local counsel in each appropriate jurisdiction (and solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and of one counsel to the Collateral AgentTrustee) and agents, appointed pursuant to Section 5.2, to the Collateral Trustee, any amounts due and owing pursuant to any Mortgage, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral AgentTrustee, and (b) after the review occurrence of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (includinga Triggering Event, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent Trustee and the other Secured Parties Junior Lien Representatives for all their reasonable documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Documents and any such other documents, including the reasonable fees, expenses documented fees and disbursements of their respective counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant Trustee and the other Junior Lien Representatives (limited to one counsel to the Credit Agreement DocumentsSecured Parties, taken as a whole and, if necessary, one local counsel in each appropriate jurisdiction (and solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and of one counsel to the Collateral Trustee), (iii) to pay, and indemnify indemnify, defend and hold harmless the Collateral Agent Trustee and the Secured Parties from, other Junior Lien Representatives from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Security Documents and any such other Credit Agreement Documentdocuments, and (ivc) to pay, indemnify, defend and hold harmless the extent not already covered by Collateral Trustee and the other Junior Lien Representatives and their respective directors, officers, employees, trustees and agents from and against any of the preceding subsectionsand all other liabilities, to pay obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or reimburse the fees and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel (limited to one counsel to the Secured Parties, taken as a whole and, if necessary, one local counsel in each appropriate jurisdiction (and solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and of one counsel to the Collateral Agent Trustee) and agents appointed pursuant to Section 5.2, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Documents and any Secured Party incurred such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any environmental law (all the foregoing in connection this clause (c), collectively, the “indemnified liabilities”); provided that the Grantors shall have no obligation hereunder to the Collateral Trustee or any other Junior Lien Representative nor any of their respective directors, officers, employees, trustees and agents with respect to indemnified liabilities arising from the representation bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). The agreements in Section 5 and this Section 7.8 shall survive repayment of the Junior Lien Obligations and all other amounts payable hereunder and under the other Junior Lien Documents and the termination of this Agreement or the removal or resignation of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceedingTrustee.

Payment of Expenses and Taxes; Indemnification. The Company will (a) The Grantors agree (i) to pay or reimburse the Collateral Agent Pxxxxx Capital for all its reasonable of Pxxxxx Capital's out-of-pocket costs and expenses incurred in connection with the preparation, negotiation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Transaction Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable feesincluding, expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreementwithout limitation, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent Pxxxxx Capital, (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdictionb) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent and the other Secured Parties Pxxxxx Capital for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementthe Transaction Documents, and the other Credit Agreement Security Documents verification of the Accounts Receivable and any such other documentsthe credit worthiness of the Customers, including the reasonable feeswithout limitation, expenses fees and disbursements of their respective counsel to Pxxxxx Capital; (including the allocated fees and expenses of in-house counselc) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents), (iii) to pay, and indemnify indemnify, and hold Pxxxxx Capital harmless the Collateral Agent and the Secured Parties from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from from, any failure to pay or delay in paying, documentary, paying any stamp, excise excise, and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Transaction Documents; (d)pay for monthly statements at $0.73 each plus all postage expended by Pxxxxx Capital to mail invoices and otherwise collect the accounts; (e) pay a processing and administration fee as defined in Exhibit “B” Attached hereto and made a part thereof; (f) pay for field examinations at the rate of eight hundred fifty dollars per person per day plus expenses; (g) pay, indemnify and hold Pxxxxx Capital harmless from and against any and all claims, liabilities, obligations, losses, potential losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether threatened, pending or determined (including attorney's fees and court costs now or hereafter arising from this Agreement and or any other Credit Agreement Document, and (iv) to the extent not already covered by any activities of the preceding subsections, Company (referred to pay as the "indemnified liabilities"); provided that the Company shall have no obligation hereunder to Pxxxxx Capital with respect to indemnified liabilities arising from the gross negligence or reimburse willful misconduct of Pxxxxx Capital. The covenants of this paragraph shall survive the fees and disbursements termination of counsel to the Collateral Agent and any Secured Party incurred in connection with the representation of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit this Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding.

Payment of Expenses and Taxes; Indemnification. (a) The Grantors agree Borrower agrees (i) to pay or reimburse the Collateral Agent Agents for all its their reasonable out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution of, and any consent, waiver, amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses disbursements and disbursements other charges of legal one counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection Agents with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection statements with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel respect to the Collateral Agent (including, without limitation, local counsel foregoing to be submitted to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, Borrower prior to the extent any Effective Date (in the case of such services or activities are provided internally by amounts to be paid on the Collateral AgentEffective Date and from time to time thereafter on a quarterly basis), the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse each Lender and the Administrative Agent and the Collateral Agent and the other Secured Parties for all their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security 112 Documents and any such other documents, including the reasonable fees, expenses disbursements and disbursements other charges of their respective one counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to Administrative Agent and the Collateral Agent pursuant to (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), and one counsel for the Credit Agreement DocumentsLenders (unless there is an actual or perceived conflict of interest in which case each Lender affected thereby may retain its own counsel), (iii) to pay, and indemnify indemnify, and hold harmless each Lender and each Agent from any and all reasonable out-of-pocket costs and expenses of creating and perfecting Liens in favor of the Collateral Agent and Agent, for the benefit of the Secured Parties from, any and all including recording and filing fees fees, UCC search fees, title insurance premiums (to the extent not directly paid to the applicable insurer) and any and all liabilities with respect to, or resulting from from, any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Credit Documents and any such other Credit Agreement Documentdocuments, and (iv) to the extent not already covered by any of the preceding subsectionspay, to pay or reimburse the fees indemnify and disbursements of counsel to hold harmless each Lender, the Collateral Agent and the Administrative Agent and their respective Affiliates, directors, officers, employees, trustees, attorneys, advisors and agents from and against any Secured Party incurred and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in connection which case each such Person may retain its own counsel) and one counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case each Lender affected thereby may retain its own counsel), with respect to the representation execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document foregoing relating to the Pari Passu Obligations and (C) the negotiation and preparation of violation of, noncompliance with or liability under, any debtor in possession financing Environmental Law or any plan actual or alleged presence of reorganization Hazardous Materials applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided, that the Borrower shall have no obligation hereunder to the Agents or any Lender nor any of their respective Affiliates, directors, officers, employees, trustees and agents with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the party to be indemnified or disputes among the Agents, the Lenders and/or their transferees not arising from any act or omission of the Borrower or any other GrantorCredit Party. If for any reason the foregoing indemnification is unavailable to any Agent or Lender or insufficient to hold it harmless, whether proposed then the Borrower shall contribute to the amount paid or payable by such Agent or such Lender as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) Holdings, the Borrower and its Subsidiaries on the one hand and (ii) such Agent or such Lender on the other hand in the matters contemplated by the Borrower, such GrantorCredit Documents as well as the relative fault of (i) Holdings, the Secured Parties Borrower and its Subsidiaries and (ii) such Agent or such Lender with respect to such loss, claim, damage or liability and any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceedingrelevant equitable considerations.

Payment of Expenses and Taxes; Indemnification. Each of the Credit Parties agrees (a) The Grantors agree (i) to pay or reimburse the Collateral Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection together with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Administrative Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (iib) to pay or reimburse the Collateral Agent each Lender and the other Secured Parties Administrative Agent for all their its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the other Credit Agreement Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Credit Documents), including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to each Lender, (c) all costs and expenses of creating and perfecting Liens in favor of Administrative Agent on behalf of Lender Parties pursuant to any Security Documents and any such other documentsDocument, including the filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and reasonable fees, expenses and disbursements of their respective counsel to Administrative Agent and of counsel providing any opinions that Administrative Agent or Required Lenders may request in respect of the Security Documents or the Liens created pursuant thereto, (d) all costs and expenses incurred by Administrative Agent in connection with the custody or preservation of any of the Collateral, (e) all costs and expenses, including the allocated reasonable attorneys’ fees and fees, costs and expenses of in-house counsel) accountants, advisors and consultants, incurred by Administrative Agent and its counsel relating to efforts to protect, evaluate, assess or dispose of any payments in indemnification (but solely to of the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents)Collateral, (iiif) on demand, to pay, and indemnify indemnify, and hold harmless the Collateral Administrative Agent and the Secured Parties each Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement the Credit Documents and any such other Credit Agreement Documentdocuments, and (ivg) to pay, indemnify, and hold the Administrative Agent, each Lender and their respective Affiliates harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty), performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Credit Parties shall not have any obligation hereunder to the Administrative Agent or any Lender or any Affiliate thereof with respect to indemnified liabilities to the extent not already covered by any arising from the gross negligence or willful misconduct of the preceding subsectionsAdministrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. Each Credit Party hereby waives, to pay the maximum extent not prohibited by law, any right it may have to claim or reimburse the fees and disbursements of counsel to the Collateral Agent and any Secured Party incurred in connection with the representation of the Collateral Agent, or such Secured Party recover in any matter legal action or proceeding relating to or arising out of any bankruptcy Credit Document any special, exemplary or other proceeding punitive or consequential damages. The agreements in this Section 9.5 shall survive repayment of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) Loans and the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceedingObligations.

Payment of Expenses and Taxes; Indemnification. (a) The Grantors agree Borrower agrees (i) to pay or reimburse each of the Collateral Agents, each Joint Lead Arranger, each Joint Bookrunner and the Syndication Agent for all its their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses (without duplication) associated with the syndication of the Credit Facilities and incurred in connection with the development, preparation, negotiation execution and execution delivery of, and any amendment, supplement or and/or modification to, to this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses disbursements and disbursements other charges 203 LPL – Conformed A&R Credit Agreement of legal Shearman & Sterling LLP as counsel to the Collateral AgentAgents with statements with respect to the foregoing to be submitted to the Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date and from time to time thereafter on a quarterly basis) and one counsel in each relevant local jurisdiction approved by, and all costs and expenses of the Collateral Agent in connection or otherwise retained with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreementconsent of, the Credit Agreement Documents and/or any Credit Agreement Security DocumentsBorrower, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent, the Administrative Agent and the other Secured Parties each Lender for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Documents and any such other documents, including the reasonable fees, expenses disbursements and disbursements other charges of their respective one firm or counsel (including to the allocated fees Administrative Agent and expenses of in-house counsel) and any payments in indemnification (but solely the Collateral Agent and, to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents required, one firm or local counsel in each relevant local jurisdiction or otherwise payable by retained with the Secured Parties Borrower’s consent (such consent not to the Collateral Agent pursuant to the Credit Agreement Documentsbe unreasonably withheld, conditioned or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) to pay, and indemnify and hold harmless each Lender, the Administrative Agent, the Collateral Agent Agent, each Joint Lead Arranger, the Joint Bookrunners, the Syndication Agent, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the Secured Parties from, “Indemnified Parties”) from and against any and all recording and filing fees and other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any and all liabilities with respect kind or nature whatsoever (including, but not limited to, any action, claim, litigation, investigation, inquiry or resulting from any failure to pay other proceeding), including, taken as a whole, reasonable and documented or delay in payinginvoiced out-of-pocket fees, documentaryreasonable expenses, stamp, excise disbursements and other similar taxescharges of one firm of counsel for all Indemnified Parties, if anytaken as a whole (and, which may be payable in the case of an actual or determined to be payable perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the execution and delivery of investigating or defending any of the Credit Agreement Documentsforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Party), and to the extent required, one firm or consummation local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) of any amendmentsuch Indemnified Party arising out of or relating to any action, supplement claim, litigation, investigation or modification other proceeding (including any inquiry or investigation of the foregoing) (regardless of whether such Indemnified Party is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person), arising out of, or with respect to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any waiver such other documents or consent under the use of the proceeds of the Loans or in respect Letters of Credit, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of or Release of Hazardous Materials applicable to the Borrower, any of its Subsidiaries or any of the Real Property (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Parties as determined in a final and nonappealable judgment as determined by a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable judgment as determined by a court of competent jurisdiction, (iii) in addition to clause (ii) above, in the case of any action, claim, litigation, investigation, inquiry or other proceeding initiated by the Borrower against the relevant 204 LPL – Conformed A&R Credit Agreement DocumentIndemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (iv) to any proceeding between and among Indemnified Parties that does not involve an act or omission by the extent not already covered by any direct parent of the preceding subsectionsBorrower, to pay the Borrower or reimburse its Restricted Subsidiaries; provided that the fees and disbursements of counsel to the Collateral Agent and any Secured Party incurred in connection with the representation of Administrative Agent, the Collateral Agent, or the Letter of Credit Issuers, the Swingline Lenders, the Joint Lead Arrangers, the Joint Bookrunners and the Syndication Agent to the extent acting in their capacity as such, shall remain indemnified in respect of such Secured Party in any matter relating proceeding, to or arising out of any bankruptcy or other proceeding the extent that none of the type described exceptions set forth in Section 10.1.(eclause (i), (ii), (iii) or 10.1.(f(iv) of each Credit Agreement, including, without limitation, (Athe immediately preceding proviso applies to such person at such time. All amounts payable under this Section 13.5(a)13.5(a) any motion for relief from any stay or similar order, (B) shall be paid within 10 Business Days after receipt by the negotiation, preparation, execution and delivery Borrower of any document an invoice relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor thereto setting forth such expense in possession financing or any plan of reorganization reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Borrower or any Loans and all other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceedingamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrowers, jointly and severally, agree (a) The Grantors agree (i) to pay or reimburse the Collateral Agent Lenders for all its their reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation execution and execution delivery of, and any amendment, supplement supplement, waiver or modification to, this Agreement and Agreement, the Notes, the other Credit Agreement Documents and/or Credit Agreement Security Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby herein and thereby, including the reasonable fees, expenses therein and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent and the other Secured Parties Lenders for all of their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementor remedies contemplated hereby and by the Notes, the other Credit Agreement Security Loan Documents and any such other documents, including the reasonable fees, expenses and disbursements of their respective counsel (including the allocated fees and expenses of in-house counsel) and any payments documents prepared in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents)connection therewith, (iiib) to pay, indemnify, and indemnify and to hold the Lenders harmless the Collateral Agent and the Secured Parties from, any and all reasonable recording and filing fees and any and all reasonable liabilities with respect to, or resulting from any failure to pay or delay by the Borrowers in paying, documentary, stamp, excise and other similar taxestaxes other than taxes in connection with the Loan Documents payable by withholding, if any, if legal, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the Credit Agreement Documentstransactions contemplated by, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the Notes, and any the other Credit Agreement DocumentLoan Documents, and (ivc) to pay, indemnify, and hold the Lenders harmless from and against any and all other reasonable liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement and performance of this Agreement, the Notes and the other Loan Documents (all of the foregoing, collectively, the “indemnified liabilities”), provided, that, the Borrowers shall have no obligation hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the applicable Lender. A Person seeking to be indemnified under this Section 10.04 shall notify the Borrowers of any event requiring indemnification within ten (10) Business Days following such Person’s receipt of notice of commencement of any action or proceeding, or such Person’s obtaining knowledge of the occurrence of any other event, giving rise to a claim for indemnification hereunder; provided, that, failure to deliver such notice shall not impair or limit the indemnification obligations of the Memry Subordinated Loan Agreement Borrowers except to the extent of actual prejudice. The Borrowers will be entitled (but not already covered by any of obligated) to assume the preceding subsections, to pay defense or reimburse the fees and disbursements of counsel to the Collateral Agent and any Secured Party incurred in connection with the representation of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion settlement of any such action or proceeding or to participate in any negotiations to settle or otherwise resolve any claim using counsel of their choice reasonably acceptable to the Person to be indemnified. If the Borrowers elect to assume the defense or settlement of any such action or proceeding, the Person to be indemnified (and its counsel) may continue to participate at its own expense in such action or proceeding. The agreements in this subsection shall survive repayment of the Notes and all other amounts payable hereunder for one (1) year.