Common use of Fees and Expenses; Indemnification Clause in Contracts

Fees and Expenses; Indemnification. (a) The Company will forthwith upon demand pay to the Collateral Representative: (i) the amount of any taxes that the Collateral Representative may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative of any of its rights or powers under the Security Documents; and (iii) the amount required to indemnify the Collateral Representative for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative has under this Agreement (after giving effect to Sections 12 and 13). Any such amount not paid to the Collateral Representative in accordance with the Security Documents will bear interest for each day thereafter until paid at a rate of 14% per annum. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will pay such tax and provide any required tax stamps to the Collateral Representative or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company Each Lien Grantor will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket expenses, including transfer taxes and reasonable and documented fees and expenses of counsel and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that such Lien Grantor shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable and documented fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 10 and 1311). Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142.00% per annumplus the Base Rate for such day plus the Applicable Rate that would, in the absence of an Event of Default, be applicable to the Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company applicable Lien Grantor will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company Issuer will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Collateral Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Collateral Documents; (iii) the amount of any fees that the Issuer shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable and documented fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Collateral Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 17 and 1318). Any such amount not paid to the Collateral Representative in accordance with the Security Documents will bear interest for each day thereafter until paid at a rate of 14% per annum. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Collateral Documents, the Company Issuer will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law. (c) The Issuer shall indemnify each of the Secured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all environmental liabilities. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to environmental laws that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Company Borrower and the Guarantors, jointly and severally, will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel counsel, professional advisors and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent and its directors, officers, agents, counsel and employees (collectively, the “Indemnitees”) for, or hold it them harmless and defend it them against, any loss, liability or expense (including the reasonable fees and expenses of its counsel counsel, professional advisors and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Indemnitees in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 17 and 1318), as determined by a court of competent jurisdiction in a final and non-appealable decision. Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142% per annumplus the rate applicable to Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company Borrower will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company Borrower and the Guarantors, jointly and severally, will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel counsel, professional advisors and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent its directors, officers, agents, counsel and employees (collectively, the “Indemnitees”) for, or hold it them harmless and defend it them against, any loss, liability or expense (including the reasonable fees and expenses of its counsel counsel, professional advisors and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Indemnitees in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 ‎17 and 13‎18), as determined by a court of competent jurisdiction in a final and non-appealable decision. Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142% per annumplus the rate applicable to Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company Borrower will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company Issuer agrees that it will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that which the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens Security Interests or to free any of the Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses disbursements of counsel and of any other experts, that which the Collateral Representative Agent may incur in connection with (xw) the administration or enforcement of the Security Documentsthis Agreement, including such expenses as are incurred to preserve the value of the Collateral or and the validity, perfection, rank or and value of any Transaction LienSecurity Interest, and all insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping any Collateral, (yx) the collection, sale or other disposition of any Collateral or Collateral, (zy) the exercise by the Collateral Representative Agent of any of its the rights or powers under conferred upon it hereunder or (z) any Enforcement Notice; (iii) the Security Documentsamount of any fees that the Issuer shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or subco-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documentsthis Agreement, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 14 and 1316). Any such amount not paid to the Collateral Representative in accordance with the Security Documents will Agent on demand shall bear interest for each day thereafter until paid at a the rate per annum set forth in Section 2.02(b) of 14% per annumthe Credit Agreement. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will pay such tax and provide any required tax stamps to the Collateral Representative or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Company shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 21 and 1322). Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142% per annumplus the rate applicable to ABR Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law. (c) The Company shall indemnify each of the Secured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "INDEMNITEE") against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing, each Lien Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental Laws that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Company Lien Grantor will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Lien Grantor shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 10 and 1311). Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142.00% per annumplus the Alternate Base Rate for such day plus the Applicable Rate that would, in the absence of an Event of Default, be applicable to the Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company Lien Grantor will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company Borrower will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereonthereon upon presentation of a receipt evidencing such payment or such other evidence of payment reasonably satisfactory to the Borrower; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, as provided in Section 9.05 of the Credit Agreement that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such reasonable expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its one counsel (and if necessary, of a single local counsel in each appropriate jurisdiction) and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's Agent’s bad faith, gross negligence or willful misconduct or a material breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 20 and 1321). Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142% per annumplus the rate applicable to Alternate Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company Borrower will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law. (c) The Borrower shall indemnify each of the Secured Parties, the Lenders and each of their respective Related Parties (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of one counsel for all such Indemnitees (and, in the case of an actual conflict of interest, of another counsel for such affected Indemnitee) and if necessary, of a single local counsel in each appropriate jurisdiction) arising out of, or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing, each Lien Grantor waives, to the extent permitted by applicable law, all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental Laws that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Company Borrower will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent or the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Administrative Agent and/or the Collateral Representative Agent for, or hold it either or both of them harmless and defend it either or both of them against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Administrative Agent and/or the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Administrative Agent’s or the Collateral Representative's Agent’s gross negligence or willful misconduct or a breach of any duty that the Administrative Agent or the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 19 and 1320). Any such amount not paid to the Collateral Representative in accordance with the Security Documents on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142% per annumplus the rate applicable to ABR Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company Borrower will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law. (c) The Borrower shall indemnify each of the Secured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental Laws that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Company agrees that it will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that which the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens Security Interests or to free any of the Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses disbursements of counsel and of any other experts, that which the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Collateral Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, in connection with (yx) the collection, sale or other disposition of any Collateral or (zy) the exercise by the Collateral Representative Agent of any of its the rights or powers under conferred upon it hereunder; (iii) the Security Documentsamount of any fees that the Company shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or subco-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Collateral Documents, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement the Collateral Documents (after giving effect to Sections 12 9 and 1311 hereof). Any such amount not paid to the Collateral Representative in accordance with the Security Documents will Agent on demand shall bear interest for each day thereafter until paid at a rate of 14% per annum. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will pay such tax and provide any required tax stamps annum equal to the Collateral Representative or as otherwise required by lawsum of 2% plus the rate applicable to Base Rate Loans for such day.

Fees and Expenses; Indemnification. (a) The Company Borrower will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes Taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens created by the Security Documents or to free any Collateral from any other Lien thereonthereon (other than Permitted Liens); (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes Taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction LienLien created by the Security Documents, (y) the collection, sale or other disposition of any Collateral Collateral, or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's Agent’s gross negligence or willful misconduct or a breach of any duty that of the Collateral Representative has Agent under this Agreement (after giving effect to Sections 12 11 and 1312). Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a the highest rate of 14% per annum. (b) If any transfer tax, documentary stamp tax or other tax is interest payable in connection with any transfer or other transaction provided for in the Security Documents, Obligations under the Company will pay such tax and provide any required tax stamps to the Collateral Representative or as otherwise required by lawCredit Agreements.

Fees and Expenses; Indemnification. (a) The Company Each Borrower will forthwith upon demand pay to the Collateral RepresentativeAdministrative Agent: (i) the amount of any taxes that the Collateral Representative Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Administrative Agent of any of its rights or powers under the Security Documents; and (iii) the amount required to indemnify the Collateral Representative Administrative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Administrative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAdministrative Agent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative has under this Agreement (after giving effect to Sections 12 and 13)misconduct. Any such amount not paid to the Collateral Representative in accordance with the Security Documents Administrative Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142% per annumplus the rate applicable to Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company relevant Borrower will pay such tax and provide any required tax stamps to the Collateral Representative Administrative Agent or as otherwise required by law. (c) Each Borrower shall indemnify each of the Secured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "INDEMNITEE") against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing, each Lien Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental Laws that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Company Borrower will forthwith promptly upon demand pay to the Collateral Representativeany Indemnitee: (i) the amount of any taxes that the Collateral Representative any such Indemnitee may have been required to pay by reason of the Transaction Collateral Liens or to free any material Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket expenses, including transfer taxes reasonable and reasonable documented fees and expenses of legal counsel and other expertsexperts and advisors, that the Collateral Representative any such Indemnitee may deem necessary to incur in connection with (x) the administration or enforcement of the Security Collateral Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank perfection or value priority of any Transaction Collateral Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Indemnitee of any of its rights or powers under the Security Collateral Documents; and (iii) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable actual fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Collateral Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 and 1318). Any such amount not paid to the Collateral Representative in accordance with the Security Documents will bear interest for each day thereafter until paid at a rate of 14% per annum. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Collateral Documents, the Company Borrower will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company Borrower agrees that it will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that which the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens Security Interests or to free any of the Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses disbursements of counsel and of any other experts, that which the Collateral Representative Agent may incur in connection with (xw) the administration or enforcement of the Security Documentsthis Agreement, including such expenses as are incurred to preserve the value of the Collateral or and the validity, perfection, rank or and value of any Transaction LienSecurity Interest, and all insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping any Collateral, (yx) the collection, sale or other disposition of any Collateral or Collateral, (zy) the exercise by the Collateral Representative Agent of any of its the rights or powers under conferred upon it hereunder or (z) any Enforcement Notice; (iii) the Security Documentsamount of any fees that the Borrower shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or subco-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documentsthis Agreement, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 14 and 1316). Any such amount not paid to the Collateral Representative in accordance with the Security Documents will Agent on demand shall bear interest for each day thereafter until paid at a rate of 14% per annum. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will pay such tax and provide any required tax stamps annum equal to the Collateral Representative or as otherwise required by lawsum of 2.5% plus the rate applicable to Base Rate Loans for such day.

Fees and Expenses; Indemnification. (a) The Company Borrower and the Guarantors, jointly and severally, will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel counsel, professional advisors and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent its directors, officers, agents, counsel and employees (collectively, the “Indemnitees”) for, or hold it them harmless and defend it them against, any loss, liability or expense (including the reasonable fees and expenses of its counsel counsel, professional advisors and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Indemnitees in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 17 and 1318), as determined by a court of competent jurisdiction in a final and non-appealable decision. Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142% per annumplus the rate applicable to Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company Borrower will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company Borrowers agree that they will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that which the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens Security Interests or to free any of the Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses disbursements of counsel and of any other experts, that which the Collateral Representative Agent may incur in connection with (xw) the administration or enforcement of the Security Documentsthis Agreement, including such expenses as are incurred to preserve the value of the Collateral or and the validity, perfection, rank or and value of any Transaction LienSecurity Interest, and all insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping any Collateral, (yx) the collection, sale or other disposition of any Collateral or Collateral, (zy) the exercise by the Collateral Representative Agent of any of its the rights or powers under conferred upon it hereunder or (z) any Enforcement Notice; (iii) the Security Documentsamount of any fees that the Borrowers shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or subco-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documentsthis Agreement, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 14 and 1316). Any such amount not paid to the Collateral Representative in accordance with the Security Documents will Agent on demand shall bear interest for each day thereafter until paid at a rate of 14% per annum. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will pay such tax and provide any required tax stamps annum equal to the Collateral Representative or as otherwise required by lawTranche A Default Rate.

Fees and Expenses; Indemnification. (a) The Company Each Borrower will forthwith upon demand pay to the Collateral RepresentativeAgent the amount of any fees that the Borrowers shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement. Additionally, the Borrowers jointly and severally agree to pay to the Collateral Agent forthwith upon demand: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereonthereon that is not a Permitted Lien; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such reasonable expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under and in accordance with the Security Documents; and (iii) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it againstagainst (in each case, to the extent permitted by law), any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative has under this Agreement (after giving effect to Sections 12 and 13)misconduct. Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142% per annumplus (x) so long as any Term Loans are outstanding, the rate applicable to Base Rate Loans under (and as defined in) the Term Credit Agreement for such day or (y) if no Term Loans are outstanding, the rate applicable to Base Rate Loans under (and as defined in) the Revolver Credit Agreement for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will Borrowers jointly and severally agree to pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company will forthwith upon demand pay to the Collateral RepresentativeAgent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens Security Interests or to free any of the Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and of any other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Collateral Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction LienSecurity Interest, and all insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping any Collateral, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Collateral Documents; (iii) the amount of any fees that the Company shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iiiiv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts experts, agents or subco-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Collateral Documents, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 19 and 1321). Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 142% per annumplus the rate applicable to Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Collateral Documents, the Company will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company will forthwith upon demand QCII agrees to pay to the Collateral RepresentativeAgent forthwith upon demand: (i) the amount of any fees that QCII shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement, any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereonthereon that is prohibited by any Secured Agreement; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such reasonable expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under and in accordance with the Security Documents; and (iii) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it againstagainst (in each case, to the extent permitted by law), any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative has under this Agreement (after giving effect to Sections 12 and 13)misconduct. Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent on demand will bear interest for each day thereafter until paid at a rate of 14% per annumannum equal to a rate equal to the combined average interest rate, weighted to reflect outstanding principal amounts, payable on the QSC Notes. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will QCII agrees to pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company Pledgor will forthwith upon written demand pay to the Collateral RepresentativeAgent: (ia) the amount of any taxes (other than Excluded Taxes) that the Collateral Representative may have Agent is or has been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereonthereon other than Permitted Liens; (iib) the amount of any reasonable and all reasonable out-of-documented out of pocket fees and expenses, including transfer taxes (other than Excluded Taxes) and reasonable and documented fees and expenses of one counsel for the Agent plus one local counsel per applicable jurisdiction and other expertsone regulatory specialist, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such reasonable expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the redemption, collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; (c) the amount of any fees that the Pledgor shall have agreed in writing to pay to the Agent and that shall have become due and payable in accordance with such written agreement; and (iiid) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its one counsel for the Agent plus one local counsel per applicable jurisdiction and any experts one regulatory specialist or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Representative's Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Representative has under this Agreement (after giving effect to Sections 12 and 13)misconduct. Any such amount not paid to the Collateral Representative in accordance with the Security Documents Agent within 10 days of demand will bear interest for each day thereafter until paid at a rate of 14% per annum. (b) annum equal to the Default Rate. If any transfer tax, documentary stamp tax or other tax (in each case other than an Excluded Tax) is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company Pledgor will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.

Fees and Expenses; Indemnification. (a) The Company Each Loan Party will forthwith upon demand pay to the Collateral Representative: Agent: (i) the amount of any taxes that the Collateral Representative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; , (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Representative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such reasonable expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Representative Agent of any of its rights or powers under the Security Documents; and (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to indemnify the Collateral Representative Agent for, or hold it harmless and defend it against, any loss, liability or reasonable expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Representative Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral RepresentativeAgent's gross negligence or willful misconduct or a breach of any duty that the Collateral Representative Agent has under this Agreement (after giving effect to Sections 12 18 and 1319). Any such amount not paid to the Collateral Representative in accordance with the Security Documents will bear interest for each day thereafter until paid at a rate of 14% per annum. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company Loan Parties will pay such tax and provide any required tax stamps to the Collateral Representative Agent or as otherwise required by law.