Common use of Expenses and Remedies Clause in Contracts

Expenses and Remedies. (a) The Company agrees to pay THLi for all reasonable outside legal and consulting fees of THLi in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and all costs and expenses relating to any future amendment or supplement to this Agreement or the Series A Preferred Stock (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi relating to the enforcement of this Agreement, the Registration Rights Agreement or the Series A Preferred Stock. (b) The Company further agrees to indemnify and save harmless each Purchaser and each Purchaser's officers, directors, partners, employees, trustees and agents, each Person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, (ii) from the gross negligence or willful misconduct of such Purchaser or any of its officers, directors, partners, employees or agents, or any Person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement); provided, however, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified party under this Section 9.9 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.9. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; provided, however, that (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations of the Company to each indemnified party hereunder shall be separate obligations, and the Company's liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder. The obligations of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith.

Expenses and Remedies. (a) The Subject to paragraph (d), the Company agrees to pay THLi the Purchaser for all of its out-of-pocket expenses, including reasonable outside legal legal, accounting and consulting fees of THLi the Purchaser, incurred in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and all costs and expenses relating to any future amendment or supplement to this Agreement or any of the Series A Preferred Stock Securities (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi the Purchaser relating to the enforcement of this Agreement, the Registration Rights Agreement, the Warrant Agreement or any of the Series A Preferred StockSecurities. The Company shall be entitled to credit the underwriting deposit previously paid by it to the Purchaser pursuant to the Fee Letter against such expense reimbursement obligation. (b) The Company further agrees to indemnify and save harmless each the Purchaser and each Purchaser's its officers, directors, partners, employees, trustees and agents, each Person person who controls such the Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company (including the breach of any covenant or representation or warranty made by the Company) or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, herein or (ii) from the gross negligence or willful misconduct of such Purchaser or any of its officers, directors, partners, employees or agents, or any Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement)Act; provided, however, that, if and to the extent that such indemnification is -------- ------- unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified party under this Section 9.9 13.10 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 13.10, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been materially prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.913.10. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 13.10 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; provided, however, that (i) if the Company shall -------- ------- elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (xii)(x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations . (d) If the Closing shall fail to occur solely as a result of the failure of the Purchaser to receive funding from its limited partners pursuant to the Purchaser's capital call following the satisfaction of all other conditions to Purchaser's obligations hereunder, (i) the Company to each indemnified party hereunder shall be separate obligationsentitled to a refund of (A) the underwriting deposit paid pursuant to the Fee Letter, and (B) the Company's liability transaction fee paid pursuant to any such indemnified party hereunder Section 1.6, and (ii) Purchaser shall pay the Company for all of its out-of-pocket expenses, including reasonable outside legal and accounting fees. Further, the Company shall not be extinguished solely because any other indemnified party is not entitled required to indemnity hereunder. The obligations pay the costs, expenses and fees referred to in paragraph (a) of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith13.10.

Expenses and Remedies. (a) The Company agrees Irrespective of whether the Closing is effected, each party to pay THLi for all reasonable outside legal and consulting fees of THLi in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and pay all costs and expenses relating that it incurs with respect to any future amendment or supplement to the negotiation, execution, delivery and performance of this Agreement and any of the other documents associated with the consummation of the transactions contemplated herein. If any action at law or in equity is necessary to enforce or interpret the Series A Preferred Stock (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi relating to the enforcement terms of this Agreement, the Registration Investor's Rights Agreement or the Series A Preferred StockCertificate of Designation, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. (b) The Company further agrees to indemnify and save hold harmless each the Purchaser and each the Purchaser's officers, directors, partners, employees, trustees and agents, each Person who controls such the Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company or Company, including any legal, administrative or other proceedings arising out of the transactions contemplated hereby such breach (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, from (i) from the breach by such the Purchaser of any of its representations, warranties or other agreements contained herein, (ii) from the gross negligence or willful misconduct of such the Purchaser or any of its officers, directors, partners, employees or agents, or any Person who controls such the Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such the Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement); provided, however, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified party under this Section 9.9 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.9. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; provided, however, that (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defenseany such defenses. The obligations of the Company to each indemnified party hereunder shall be separate obligations, and the Company's liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder. The obligations of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith.

Expenses and Remedies. (a) The Subject to paragraph (d), the Company agrees to pay THLi the Purchaser for all of its out-of-pocket expenses, including reasonable outside legal outxxxx xexxx, xxxxxxxxxx and consulting fees of THLi the Purchaser, incurred in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and all costs and expenses relating to any future amendment or supplement to this Agreement or any of the Series A Preferred Stock Securities (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi the Purchaser relating to the enforcement of this Agreement, the Registration Rights Agreement, the Warrant Agreement or any of the Series A Preferred StockSecurities. The Company shall be entitled to credit the underwriting deposit previously paid by it to the Purchaser pursuant to the Fee Letter against such expense reimbursement obligation. (b) The Company further agrees to indemnify and save harmless each the Purchaser and each Purchaser's its officers, directors, partners, employees, trustees and agents, each Person person who controls such the Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company (including the breach of any covenant or representation or warranty made by the Company) or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, herein or (ii) from the gross negligence or willful misconduct of such Purchaser or any of its officers, directors, partners, employees or agents, or any Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement)Act; provided, however, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified party under this Section 9.9 13.10 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 13.10, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been materially prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.913.10. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 13.10 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; provided, however, that (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (xii)(x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations . (d) If the Closing shall fail to occur solely as a result of the failure of the Purchaser to receive funding from its limited partners pursuant to the Purchaser's capital call following the satisfaction of all other conditions to Purchaser's obligations hereunder, (i) the Company to each indemnified party hereunder shall be separate obligationsentitled to a refund of (A) the underwriting deposit paid pursuant to the Fee Letter, and (B) the Company's liability transaction fee paid pursuant to any such indemnified party hereunder Section 1.6, and (ii) Purchaser shall pay the Company for all of its out-of- pocket expenses, including reasonable outside legal and accounting fees. Further, the Company shall not be extinguished solely because any other indemnified party is not entitled required to indemnity hereunder. The obligations pay the costs, expenses and fees referred to in paragraph (a) of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith13.10. 13.

Expenses and Remedies. (a) The Company agrees to pay THLi the Purchaser for all reasonable outside legal and consulting fees of THLi the Purchaser in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and all costs and expenses relating to any future amendment or supplement to this Agreement or any of the Series A Preferred Stock Securities (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi the Purchaser relating to the enforcement of this Agreement, the Registration Rights Agreement Agreement, the Warrant or the Series A Preferred StockNotes or any of the Securities. (b) The Company further agrees to indemnify and save harmless each the Purchaser and each Purchaser's its officers, directors, partners, employees, trustees and agents, each Person person who controls such the Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such the Purchaser of any of its representations, warranties or other agreements contained herein, (ii) from the gross negligence or willful misconduct of such the Purchaser or any of its officers, directors, partners, employees or agents, or any Person person who controls such the Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such the Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement); provided, however, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified party under this Section 9.9 12.10 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 12.10, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.912.10. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 12.10 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; provided, however, that (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations of the Company to each indemnified party hereunder shall be separate obligations, and the Company's liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder. The obligations of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith.

Expenses and Remedies. (a) The Company agrees to pay THLi for Whether or not the Closing takes place, all reasonable outside legal costs and consulting fees of THLi expenses incurred in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs hereby shall not exceed $50,000, and all costs and expenses relating to any future amendment or supplement to this Agreement or the Series A Preferred Stock (or any proposal be borne by the Company for party incurring such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummatedexpense, and all costs and expenses of THLi relating to except as set forth in the enforcement of this Agreement, the Registration Rights Agreement or the Series A Preferred Stocknext eight paragraphs. (b) The Company further agrees to indemnify and save harmless each Notwithstanding Section 13.09(a), if Purchaser and each Purchaser's officers, directors, partners, employees, trustees and agents, each Person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of terminates this Agreement by the Company or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectlypursuant to Section 10.01(d), (ie) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, (ii) from the gross negligence or willful misconduct of such Purchaser or any of its officers, directors, partners, employees or agents, or any Person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iiil) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement); provided, however, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make reimburse Purchaser for the reasonable out-of-pocket expenses (including reasonable fees and expenses of legal counsel) incurred by Purchaser in connection with this Agreement or the matters contemplated hereby up to a maximum contribution to of $4 million (such expenses, subject the payment foregoing maximum, "Purchaser's Expenses") and satisfaction shall pay Purchaser a termination fee of such indemnified liability which shall be permissible under applicable laws$25 million (the "Termination Fee"). (c) The indemnified party under this Notwithstanding Section 9.9 will13.09(a), promptly after if the receipt of notice Closing does not occur solely as a result of the commencement of any action against such indemnified party failure to satisfy the condition set forth in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.9. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof9.03(b), the Company shall be entitled pay Purchaser Purchaser's Expenses. (d) Notwithstanding Section 13.09(a), if (i) the Closing does not occur prior to participate therein andJanuary 15, 1998 (other than as a result of any breach by Purchaser of the terms of this Agreement), (ii) a Directories Transaction Proposal was made prior to January 15, 1998 and (iii) during the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and period ending 12 months after notice from termination the Company consummates, becomes a party to or enters into an agreement relating to or publicly announces, a sale of Equity Securities representing in excess of 20% of the Total Voting Power, then promptly after the Company consummates such indemnified party of its election so to assume the defense thereoftransaction, the Company will not be liable shall pay Purchaser Purchaser's Expenses and the Termination Fee. (e) Notwithstanding Section 13.09(a), if the Company terminates this Agreement pursuant to such indemnified party under Section 10.01(j) or (k), the Company shall pay Purchaser Purchaser's Expenses and the Termination Fee. (f) Notwithstanding Section 13.09(a), if Purchaser or the Company terminates this Agreement pursuant to Section 9.9 for any legal 10.01(i), and during the period ending 12 months after termination the Company enters into an agreement with respect to an Alternative Company Proposal or other expense subsequently incurred by such indemnified party in connection with Directories Transaction Proposal, the defense thereof nor for any settlement thereof entered into without Company shall pay Purchaser Purchaser's Expenses and the consent of the CompanyTermination Fee; provided, however, that (i) if the Company enters into an agreement with respect to an Alternative Company Proposal with Hilton Hotels Corporation, the termination fee payable shall elect not to assume the defense of such claim or action or be $15 million. (iig) Notwithstanding Section 13.09(a), if the indemnified party reasonably determines (x) that there may be Closing has not occurred prior to January 15, 1998 because of a conflict between the positions of material breach by the Company and of the indemnified party in defending such claim any representation, warranty or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations of the Company to each indemnified party hereunder shall be separate obligations, and the Company's liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder. The obligations covenant of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred StockCompany shall pay Purchaser's Expenses and a Termination Fee equal to $15 million. (h) Notwithstanding Section 13.09(a), if Purchaser terminates this Agreement pursuant to clause (i) to the proviso of the last sentence of Sections 8.04 or Section 8.07, the Stockholders Agreement Company shall pay Purchaser's Expenses and any the Termination Fee. (i) Notwithstanding Section 13.09(a), upon the occurrence of the other documents executed in connection herewithClosing, the Company shall pay Purchaser's Expenses.

Expenses and Remedies. (a) The Company agrees to pay THLi or --------------------- reimburse the Purchasers for (i) all reasonable outside legal counsel, accounting, environmental consulting and consulting other out-of-pocket fees and expenses incurred by or on behalf of THLi any Purchaser in connection with due diligence relating to, and the preparation, negotiation and execution of, this Agreement and the Related Documents and the consummation of all transactions contemplated herebyhereby and thereby, which costs shall not exceed $50,000(ii) all costs, expenses and all costs and expenses reasonable legal fees relating to any future amendment amendments or supplement supplements to this Agreement or any Related Document or the Series A C Preferred Stock and/or Series D Preferred Stock (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummatedconsummated and (iii) all costs, expenses and all costs and expenses reasonable legal fees of THLi Purchasers relating to the enforcement against the Company of this Agreement, the Registration Rights Agreement or the Series A Preferred StockRelated Documents. (b) The Company further agrees to indemnify and save harmless each Purchaser and each Purchaser's its officers, directors, partners, employees, trustees and agents, and each Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expensesexpenses (including, without limitation, reaso nable attorneys' fees, whether incurred in connection with a claim against the Company or a third party claim), damages or other liabilities (collectively, "Losses") resulting from any breach of any ------ representation, warranty, covenant or agreement set forth in this Agreement or any Related Document by the Company or any legal, administrative or other proceedings brought by any third party arising out of the transactions contemplated hereby and thereby (other than such costs, expenses, damages or other liabilities Losses resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, in this Agreement or any Related Document or (ii) from the gross negligence or willful misconduct of such Purchaser or any of its respective officers, directors, partners, employees or agents, or any Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this AgreementAct); provided, however, that, if and to the extent that such indemnification is -------- ------- unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified Each party entitled to indemnification under this Section 9.9 6.9 (each, an "indemnified party") will, promptly after the receipt of notice of ----------------- the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company a party (each, an "indemnifying party") on ------------------ account of an indemnity agreement contained in this Section 9.9 6.9, notify the Company indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify the Company indemnifying party of any such action shall not relieve the Company indemnifying party from any liability which it the indemnifying party may have to such indemnified party except to the extent the Company indemnifying party shall have been materially prejudiced by the omission of such indemnified party so to notify the Company, indemnifying party pursuant to this Section 9.96.9. In case any such action shall be brought against any indemnified party and it shall notify the Company indemnifying party of the commencement thereof, the Company indemnifying party shall be entitled to participate therein and, to the extent that it the indemnifying party may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company indemnifying party to such indemnified party of its election so to assume the defense thereof, the Company indemnifying party will not be liable to such indemnified party under this Section 9.9 6.9 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Companyindemnifying party; provided, however, that (i) if the Company indemnifying party shall elect -------- ------- not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company indemnifying party and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Companyindemnifying party, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (xii)(x), or such different defenses, in the case of (ii)(y), and the Company indemnifying party shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations of ; provided that the Company to each indemnified party hereunder shall be separate obligations, and the Company's liability to any such indemnified party hereunder shall not be extinguished solely because obligated to pay the reasonable legal expenses of more than one firm of counsel for all indemnified parties in connection with any matter in respect of which indemnity is sought hereunder, except to the extent any indemnified party or parties reasonably shall have concluded that there may be a conflict of interest between any indemnified parties or legal defenses available to such party or parties which are not available to the other indemnified party is not entitled parties or to indemnity hereunder. The obligations the extent representation of the Company under this Section 9.9 shall survive the redemption or purchase all indemnified parties by the Company same counsel is otherwise inappropriate under applicable standards of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewithprofessional conduct.

Expenses and Remedies. (a) The Company agrees to pay THLi each Purchaser for all reasonable outside legal and consulting fees of THLi such Purchaser in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and all costs and expenses relating to any future amendment or supplement to this Agreement or any of the Series A Preferred Stock Securities (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi each Purchaser relating to the enforcement of this Agreement, the Registration Rights Agreement Agreement, the Warrants or the Series A Preferred StockNotes or any of the Securities. (b) The Company further agrees to indemnify and save harmless each Purchaser and each Purchaser's its respective officers, directors, partners, employees, trustees and agents, each Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, (ii) from the gross negligence or willful misconduct of such Purchaser or any of its officers, directors, partners, employees or agents, or any Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement); provided, however, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The An indemnified party under this Section 9.9 12.10 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 12.10, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.912.10. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 12.10 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; provided, however, that (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (xii)(x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations of the Company to each indemnified party hereunder shall be separate obligations, and the Company's liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder. The obligations of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith.

Expenses and Remedies. (a) The Company agrees to pay THLi for all reasonable outside legal and consulting fees of THLi in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and all costs and expenses relating to any future amendment or supplement to this Agreement or the Series A Preferred Stock (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi relating to the enforcement of this Agreement, the Registration Rights Agreement or the Series A Preferred Stock. (b) The Company further agrees to indemnify and save harmless each Purchaser and each Purchaser's officers, directors, partners, employees, trustees and agents, each Person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, (ii) from the gross negligence or willful misconduct of such Purchaser or any of its officers, directors, partners, employees or agents, or any Person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement); providedPROVIDED, howeverHOWEVER, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified party under this Section 9.9 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.9. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; providedPROVIDED, howeverHOWEVER, that (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations of the Company to each indemnified party hereunder shall be separate obligations, and the Company's liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder. The obligations of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith.

Expenses and Remedies. (a) The Company agrees to pay THLi the Purchasers for all of their out-of-pocket expenses (not to exceed $300,000), including reasonable outside legal legal, accounting and consulting fees of THLi the Purchasers, incurred in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and . The Company further agrees to pay the Purchasers all of their reasonable out-of-pocket costs and expenses relating to any future amendment or supplement to this Agreement or any of the Series A Preferred Stock Securities (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi the Purchasers relating to the enforcement of this Agreement, the Registration Rights Agreement, the Warrant Agreement or any of the Series A Preferred StockSecurities. (b) The Company further agrees to indemnify and save harmless each Purchaser the Purchasers and each Purchaser's any of their officers, directors, partners, employees, trustees and agents, and each Person person who controls such Purchaser any of the Purchasers within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company (including the breach of any covenant or representation or warranty made by the Company and any claim relating to Indemnified Losses (as defined in the Acquisition Agreement)) or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such Purchaser Purchasers of any of its representations, warranties or other their agreements contained herein, herein or (ii) from the gross negligence or willful misconduct of such Purchaser Purchasers or any of its their officers, directors, partners, employees or agents, or any Person person who controls such Purchaser Purchasers within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this AgreementAct); provided, however, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified party under this Section 9.9 13.10 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 13.10, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been materially prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.913.10. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 13.10 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; provided, however, that (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (xii)(x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations of the Company to each indemnified party hereunder shall be separate obligations, and the Company's liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder. The obligations of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith.

Expenses and Remedies. (a) The Company agrees to pay THLi the Purchaser for all of its out-of-pocket expenses, including reasonable outside legal legal, accounting and consulting fees of THLi the Purchaser, incurred in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and all costs and expenses relating to any future amendment or supplement to this Agreement or any of the Series A Preferred Stock Securities (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi the Purchaser relating to the enforcement of this Agreement, the Registration Rights Agreement or any of the Series A Preferred StockSecurities. (b) The Company further agrees to indemnify and save harmless each the Purchaser and each Purchaser's officers, directors, partners, employees, trustees and agents, each Person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company (including the breach of any covenant or representation or warranty made by the Company) or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, herein or (ii) from the gross negligence or willful misconduct of such Purchaser or any of its officers, directors, partners, employees or agents, or any Person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement); provided, however, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified party under this Section 9.9 11.10 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 11.10, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been materially prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.911.10. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 11.10 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; provided, however, that (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (xii)(x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. . (d) The obligations indemnification required by this Section 11.10 shall be made by periodic payments of the Company to each indemnified party hereunder shall be separate obligations, and amount thereof during the Company's liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder. The obligations course of the Company under this Section 9.9 shall survive the redemption investigation or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaserdefense, any transfer of the Series A Preferred Stock by any Purchaser as and the termination of this Agreementwhen bills are received or expense, the Series A Preferred Stockloss, the Stockholders Agreement and any of the other documents executed in connection herewithdamage or liability is incurred.

Expenses and Remedies. (a) The Company agrees to pay THLi each Purchaser for all reasonable outside legal and consulting fees of THLi such Purchaser in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not exceed $50,000, and all costs and expenses relating to any future amendment or supplement to this Agreement or any of the Series A Preferred Stock Securities (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of THLi each Purchaser relating to the enforcement of this Agreement, the Registration Rights Agreement Agreement, the Warrants or the Series A Preferred StockNotes or any of the Securities. (b) The Company further agrees to indemnify and save harmless each Purchaser and each Purchaser's its respective officers, directors, partners, employees, trustees and agents, each Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, (ii) from the gross negligence or willful misconduct of such Purchaser or any of its officers, directors, partners, employees or agents, or any Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this Agreement); provided, however, that, if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The An indemnified party under this Section 9.9 12.10 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 9.9 12.10, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 9.912.10. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 9.9 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Company; provided, however, that (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Company, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (x), or such different defenses, in the case of (ii)(y), and the Company shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations of the Company to each indemnified party hereunder shall be separate obligations, and the Company's liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder. The obligations of the Company under this Section 9.9 shall survive the redemption or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith.reasonably

Expenses and Remedies. (a) The Company agrees to pay THLi or --------------------- reimburse Purchaser for (i) all reasonable outside legal and consulting fees of THLi counsel, to Purchaser in connection with this Agreement the Documents and the Certificate of Designation and the consummation of all transactions contemplated herebyhereby and thereby (the "Transaction Fees"), which costs shall not exceed $50,000(ii) all costs, expenses and all costs and expenses reasonable legal fees relating ---------------- to any future amendment amendments or supplement supplements to this Agreement the Documents or the Series A D Preferred Stock (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummatedconsummated and (iii) all costs, expenses and all costs and expenses reasonable legal fees of THLi Purchaser relating to the enforcement of this Agreementagainst the Company, the Registration Rights Agreement Document or the Series A Preferred StockCertificate of Designation. The maximum amount of Transaction Fees payable by the Company under this Section 6.9(a) shall in the aggregate not exceed $50,000. (b) The Company further agrees to indemnify and save harmless each Purchaser and each Purchaser's its officers, directors, partners, employees, trustees and agents, and each Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expensesexpenses (including, without limitation, reasonable attorneys' fees, whether incurred in connection with a claim against the Company or a third party claim), damages or other liabilities (collectively, "Losses") resulting from any breach of any representation, ------ warranty, covenant or agreement set forth in this Agreement by the Company or any legal, administrative or other proceedings brought by any third party arising out of the transactions contemplated hereby and thereby (other than such costs, expenses, damages or other liabilities Losses resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its representations, warranties or other agreements contained herein, herein or (ii) from the gross negligence or willful misconduct of such Purchaser or any of its respective officers, directors, partners, employees or agents, or any Person person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act or (iii) from an ERISA violation resulting from any action or inaction by such Purchaser, other than an ERISA violation resulting from a breach by the Company of this AgreementAct); provided, however, that, if -------- ------- and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (c) The indemnified Each party entitled to indemnification under this Section 9.9 will6.9 (each, an "indemnified party") shall, promptly after the receipt of notice of the commencement of any action against such `indemnified party in respect of which indemnity may be sought from the Company a party (each, an "indemnifying party") on account of an indemnity agreement contained in this Section 9.9 6.9, notify the Company indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify the Company indemnifying party of any such action shall not relieve the Company indemnifying party from any liability which it the indemnifying party may have to such indemnified party except to the extent the Company indemnifying party shall have been materially prejudiced by the omission of such indemnified party so to notify the Companyindemnifying party, pursuant to this Section 9.96.9. In case any such action shall be brought against any indemnified party and it shall notify the Company indemnifying party of the commencement thereof, the Company indemnifying party shall be entitled to participate therein and, to the extent that it the indemnifying party may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company indemnifying party to such indemnified party of its election so to assume the defense thereof, the Company will indemnifying party shall not be liable to such indemnified party under this Section 9.9 6.9 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Companyindemnifying party; provided, -------- however, that (i) if the Company indemnifying party shall elect not to assume the ------- defense of such claim or action or (ii) if the indemnified party reasonably determines (x) that there may be a conflict between the positions of the Company indemnifying party and of the indemnified party in defending such claim or action or (y) that there may be legal defenses available to such indemnified party different from or in addition to those available to the Companyindemnifying party, then separate counsel for the indemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii) (xii)(x), or such different defenses, in the case of (ii)(y), and the Company indemnifying party shall be liable for any reasonable legal or other expenses incurred by the indemnified party in connection with the defense. The obligations . (d) In case any one or more of the Company to each indemnified party hereunder covenants and/or agreements set forth in this Agreement shall be separate obligations, and have been breached by the Company's liability , Purchaser may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including, but not limited to, an action for damages as a result of any such indemnified party hereunder shall not be extinguished solely because breach and/or an action for specific performance of any other indemnified party is not entitled to indemnity hereunder. The obligations of the Company under this Section 9.9 shall survive the redemption such covenant or purchase by the Company of the shares of Series A Preferred Stock purchased by any Purchaser, any transfer of the Series A Preferred Stock by any Purchaser and the termination of agreement contained in this Agreement, the Series A Preferred Stock, the Stockholders Agreement and any of the other documents executed in connection herewith.