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

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

Payment of Expenses and Taxes; Indemnification. The Borrower and each other Loan Party agrees: (a) to The Companies will pay or reimburse each Agent and each Lender Access Capital for all their of Access Capital's reasonable out-of-pocket costs and documented costs, fees and reasonable expenses incurred in connection with the development, negotiation, preparation, execution, delivery preparation and administration execution of, and any amendment, supplement, supplement or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Loan Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation such costslimitation, the fees and expenses related to due diligence, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of internal and external outside counsel to the Agents and internal and external tax professionals, accounting professionals, and other consultants and advisors, in all cases Access Capital (whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; such counsel is affiliated with Access Capital). (b) to pay to each Agent and each Lender the allocated, reasonable and documented costs, fees and expenses of internal counsel to thereto in connection with any amendment, supplement, modification, waiver or consent delivered hereunder, in addition to any other applicable fee that may be payable in connection with any such amendment, supplement, modification, waiver or consent; (c) to The Companies will pay or reimburse each Agent and each Lender Access Capital for all of their properly documented costs, fees its reasonable costs and reasonable expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreementthe Transaction Documents, and the other Loan Documents verification of the Accounts Receivable and the credit worthiness of the account debtors, including, without limitation, fees and disbursements of outside counsel to Access Capital (whether or not such counsel is affiliated with Access Capital) and any collateral evaluation (e.g. field examinations, collateral analysis or other documents prepared in connection herewith business analysis) performed by Access Capital or therewithfor its benefit as Access Capital deems necessary, in connection with as well as for the costs at Access Capital's regularly posted rates, for overnight mail delivery, UCC and tax lien searches and tax lien update searches and bank wire transfer fees. Access Capital shall have the right to visit the Companies at any workouttime to review and photocopy the books and records of the Companies, restructuring or negotiations in respect portions thereof, in connection with any action as Access Capital shall determine to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of internal and external counsel to each Agent, internal and external counsel to each Lender, and internal and external tax professionals, accounting professionals, and other consultants and advisors of each Agent and of each Lender; facilitate its work hereunder. (dc) to The Companies will pay, indemnify, and hold Access Capital harmless each Agent and each Lender from from, any and all Other Taxes (without duplication of amounts referenced recording and filing fees and any and all liabilities with respect to, or resulting from, any delay in Section 4.04)paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or of modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Loan Documents and any such other documents; Transaction Documents. (ed) to pay or reimburse each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.17; and (f) to The Companies will pay, indemnify indemnify, and hold Access Capital harmless each Agent, each Lender, each other Secured Party, and the respective Related Parties of each of them, from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented costs, expenses and or disbursements of any kind or nature whatsoever, whether threatened, pending or determined (including reasonable attorneys' fees and documented feescourt costs now or hereafter arising from the enforcement of this clause), disbursements and other charges of internal and external counsel, (1) with respect to the negotiation, execution, delivery, enforcementenforcement and performance of the Transaction Documents, performance and administration of this Loan Agreementincluding, without limitation, the custody, preservation, use or operation of, or the sale of, collection from, or other Loan Documents and realization upon, any such other documentscollateral, including or (2) arising directly or indirectly from the activities of any of the foregoing relating to (x) any Environmental Claim that relates to any Loan Party Companies or any property owned subsidiary, its predecessors in interest, or leased by any Loan Partythird parties with whom it has a contractual relationship, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of any Loan Party, Subsidiary of any Loan Party or any of their Real Property and (y) liabilities, obligations, losses, damages, penalties, actions, judgments or suits with respect to or arising directly or indirectly in from the violation of any manner environmental protection, health, or for safety law, whether such claims are asserted by any cause or reason whatsoever out of an Aircraft, an Airframe, any Engine or engine installed on an Aircraft, any Part, any Aircraft Documents, the capacity, age, airworthiness, value, durability, description, specific configuration, design, workmanship, materials, manufacture, construction, testing, delivery, import to the initial governmental agency or any other Country of Registration, export (including, without limitation, any export at re-delivery following an Event of Default), ownership, registration, possession, control, use, operation (including, without limitation, airport charges), leasing, sub-leasing, insurance, maintenance, repair, refurbishment, condition (whether of an Aircraft, any Engine, any part or the Aircraft Documents), performance, fitness for any particular use or purpose or suitability of any Aircraft or any part thereof, service, overhaul, modification, change, alteration, loss, damage, removal, storage or re-delivery of, in or to an Aircraft or the Aircraft Insurancesperson, or otherwise (3) arising by virtue of or in connection with an Aircraft, any representation or relating to loss or destruction of or damage to any property, or death or injury of, or other loss of whatsoever nature suffered by, any person caused by, relating to, or arising from or out of (in each case whether directly or indirectly and whether arising on or prior to the date hereof) warranty by any of the foregoing matters Companies being untrue as of the date made or any agreement or covenant by the Companies not being performed as and when required hereunder (all of the foregoing in this clause (f)foregoing, collectively, the “Indemnified Liabilities”"indemnified liabilities"); provided, however, that the Loan Parties Companies shall have no obligation under this clause (f) hereunder to any Agent, any Lender, any other Secured Party, or any Related Party of any of them, for Indemnified Liabilities Access Capital with respect to indemnified liabilities arising from (Ai) the gross negligence or willful misconduct of Access Capital, (ii) salaries and other amounts payable by Access Capital to its employees in the party ordinary course of business (other than for legal fees specifically billed with respect to be indemnified, as determined by a final, non-appealable order of a court of competent jurisdiction particular matter to which the foregoing relates) or (Biii) any Claim resulting from one party expenses incurred by Access Capital (other than those specifically enumerated above) in the ordinary course of business in connection with the performance of its obligations hereunder. To the extent that Access Capital shall incur costs or expenses, or shall provide amounts to the Companies in excess of amounts otherwise delivered hereunder as Initial Payments, all such amounts shall bear interest at a monthly rate equal to 2% of the amounts so provided, for each month or portion thereof as such amounts shall be indemnified against any other party to be indemnified and that does not involve an act or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliatesoutstanding. The agreements obligations in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the other Loan Documents and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Borrower Grantors shall pay such compensation to the Collateral Trustee as the Issuers and each other Loan Party agrees: Collateral Trustee may agree in writing from time to time. Notwithstanding that the Collateral Trustee is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) to pay or reimburse each Agent and each Lender the Collateral Trustee for all their its documented fees and reasonable and documented costs, fees costs and expenses incurred in connection with the development, negotiation, preparation, execution, delivery preparation and administration execution of, and any amendment, supplement, supplement or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Loan Notes Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including without limitation such costs, the reasonable fees and expenses related disbursements of counsel and agents, appointed pursuant to Section 5.2, to the Collateral Trustee, any amounts due diligence, lien searches and filing fees and such costs, fees and expenses in relation owing pursuant to any payoff letter or other termination agreement and associated lien releasesmortgage, and including the reasonable fees, disbursements and other charges preservation of internal and external counsel to the Agents and internal and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether Liens or not any rights of the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; Collateral Trustee (b) to pay to each Agent and each Lender after the allocatedoccurrence of a Triggering Event, reasonable and documented costs, fees and expenses of internal counsel to thereto in connection with any amendment, supplement, modification, waiver or consent delivered hereunder, in addition to any other applicable fee that may be payable in connection with any such amendment, supplement, modification, waiver or consent; (c) to pay or reimburse each Agent the Collateral Trustee and each Lender the other Secured Representatives for all of their properly documented costs, fees costs and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Security Documents and any such other documents prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoingdocuments, including in each case the fees, fees and disbursements and other charges of internal and external counsel to each Agentthe Collateral Trustee and the other Secured Representatives, internal and external counsel to each Lender, and internal and external tax professionals, accounting professionals, and other consultants and advisors of each Agent and of each Lender; (d) to pay, indemnify, defend and hold harmless each Agent the Collateral Trustee and each Lender the other Secured Representatives from any and all Other Taxes (without duplication of amounts referenced recording and filing fees and any and all liabilities with respect to, or resulting from any delay in Section 4.04)paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Loan Security Documents and any such other documents; (e) to pay or reimburse each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.17; and (fc) to pay, indemnify indemnify, defend and hold harmless each Agent, each Lender, each the Collateral Trustee and the other Secured PartyRepresentatives and their respective directors, officers, employees, trustees and the respective Related Parties of each of them, agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented costs, expenses and or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of internal counsel and external counselagents appointed pursuant to Section 5.2, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Loan Security Documents and any such other documents, including any of the foregoing relating to (x) any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of any Loan Party, Subsidiary of any Loan Party or any of their Real Property and (y) liabilities, obligations, losses, damages, penalties, actions, judgments or suits with respect to or arising directly or indirectly in any manner or for any cause or reason whatsoever out of an Aircraft, an Airframe, any Engine or engine installed on an Aircraft, any Part, any Aircraft Documents, the capacity, age, airworthiness, value, durability, description, specific configuration, design, workmanship, materials, manufacture, construction, testing, delivery, import to the initial or any other Country of Registration, export (including, without limitation, any export at re-delivery following an Event of Default), ownership, registration, possession, control, use, operation (including, without limitation, airport charges), leasing, sub-leasing, insurance, maintenance, repair, refurbishment, condition (whether of an Aircraft, any Engine, any part or the Aircraft Documents), performance, fitness for any particular use or purpose or suitability of any Aircraft or any part thereof, service, overhaul, modification, change, alteration, loss, damage, removal, storage or re-delivery of, in or to an Aircraft or the Aircraft Insurances, or otherwise in connection with an Aircraft, or relating to loss or destruction of or damage to any property, or death or injury of, or other loss of whatsoever nature suffered by, any person caused by, relating to, or arising from or out of (in each case whether directly or indirectly and whether arising on or prior to the date hereof) any of the foregoing matters environmental law (all the foregoing in this clause (fc), collectively, the “Indemnified Liabilitiesindemnified liabilities”); provided, however, provided that the Loan Parties Grantors shall have no obligation under this clause (f) hereunder to any Agent, any Lender, the Collateral Trustee or any other Secured Party, or any Related Party of Representative nor any of themtheir respective directors, for Indemnified Liabilities officers, employees and agents with respect to indemnified liabilities arising from (A) the gross negligence or willful misconduct of the party to be indemnified, indemnified (in each case as determined by a final, final non-appealable order of by a court of competent jurisdiction or (B) any Claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliatesjurisdiction). The agreements in Section 5 and this Section 12.05 7.8 shall survive repayment of the Loans Secured Obligations and all other amounts payable hereunder and under the other Loan Secured Debt Documents and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Loan Documents removal or the transactions contemplated hereby or thereby, in the absence resignation of the willful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdictionCollateral Trustee.

Payment of Expenses and Taxes; Indemnification. The Borrower Borrowers, jointly and each other Loan Party agrees: severally, agree (a) to pay or reimburse each Agent and each Lender the Lenders for all their reasonable and documented costs, fees out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation, execution, execution and delivery and administration of, and any amendment, supplement, waiver or other modification to, and any waiver of any provision ofthis Agreement, and any consent underthe Notes, this Loan Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby herein and thereby, including without limitation such costs, fees therein and expenses related to due diligence, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of internal and external counsel to the Agents and internal and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay to each Agent and each Lender the allocated, reasonable and documented costs, fees and expenses of internal counsel to thereto in connection with any amendment, supplement, modification, waiver or consent delivered hereunder, in addition to any other applicable fee that may be payable in connection with any such amendment, supplement, modification, waiver or consent; (c) to pay or reimburse each Agent and each Lender the Lenders for all of their properly documented costs, fees reasonable out-of-pocket costs and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreementor remedies contemplated hereby and by the Notes, the other Loan Documents and any other documents prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of internal and external counsel to each Agent, internal and external counsel to each Lender, and internal and external tax professionals, accounting professionals, and other consultants and advisors of each Agent and of each Lender; (db) to pay, indemnify, and to hold the Lenders harmless each Agent and each Lender from from, any and all Other Taxes (without duplication of amounts referenced reasonable recording and filing fees and any and all reasonable liabilities with respect to, or resulting from any delay by the Borrowers in Section 4.04)paying, stamp, excise and other similar taxes other than taxes in connection with the Loan Documents payable by withholding, if any, that if legal, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Notes, and the other Loan Documents and any such other documents; (e) to pay or reimburse each Agent and each Lender for all reasonable feesDocuments, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.17; and (fc) to pay, indemnify indemnify, and hold the Lenders harmless each Agent, each Lender, each other Secured Party, and the respective Related Parties of each of them, from and against any and all other reasonable liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses and or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of internal and external counsel, whatsoever with respect to the negotiation, execution, delivery, enforcement, enforcement and performance and administration of this Loan Agreement, the Notes and the other Loan Documents and any such other documents, including any (all of the foregoing relating to (x) any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of any Loan Party, Subsidiary of any Loan Party or any of their Real Property and (y) liabilities, obligations, losses, damages, penalties, actions, judgments or suits with respect to or arising directly or indirectly in any manner or for any cause or reason whatsoever out of an Aircraft, an Airframe, any Engine or engine installed on an Aircraft, any Part, any Aircraft Documents, the capacity, age, airworthiness, value, durability, description, specific configuration, design, workmanship, materials, manufacture, construction, testing, delivery, import to the initial or any other Country of Registration, export (including, without limitation, any export at re-delivery following an Event of Default), ownership, registration, possession, control, use, operation (including, without limitation, airport charges), leasing, sub-leasing, insurance, maintenance, repair, refurbishment, condition (whether of an Aircraft, any Engine, any part or the Aircraft Documents), performance, fitness for any particular use or purpose or suitability of any Aircraft or any part thereof, service, overhaul, modification, change, alteration, loss, damage, removal, storage or re-delivery of, in or to an Aircraft or the Aircraft Insurances, or otherwise in connection with an Aircraft, or relating to loss or destruction of or damage to any property, or death or injury of, or other loss of whatsoever nature suffered by, any person caused by, relating to, or arising from or out of (in each case whether directly or indirectly and whether arising on or prior to the date hereof) any of the foregoing matters (all the foregoing in this clause (f)foregoing, collectively, the “Indemnified Liabilitiesindemnified liabilities”); , provided, howeverthat, that the Loan Parties Borrowers shall have no obligation under this clause (f) hereunder with respect to any Agent, any Lender, any other Secured Party, or any Related Party of any of them, for Indemnified Liabilities indemnified liabilities arising from (A) the gross negligence or willful misconduct of the party applicable Lender. A Person seeking to be indemnified under this Section 10.04 shall notify the Borrowers of any event requiring indemnification within ten (10) Business Days following such Person’s receipt of notice of commencement of any action or proceeding, or such Person’s obtaining knowledge of the occurrence of any other event, giving rise to a claim for indemnification hereunder; provided, that, failure to deliver such notice shall not impair or limit the indemnification obligations of the Borrowers except to the extent of actual prejudice. The Borrowers will be entitled (but not obligated) to assume the defense or settlement of any such action or proceeding or to participate in any negotiations to settle or otherwise resolve any claim using counsel of their choice reasonably acceptable to the Person to be indemnified. If the Borrowers elect to assume the defense or settlement of any such action or proceeding, as determined by a final, non-appealable order of a court of competent jurisdiction or (B) any Claim resulting from one party the Person to be indemnified against any other party (and its counsel) may continue to be indemnified and that does not involve an act participate at its own expense in such action or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliatesproceeding. The agreements in this Section 12.05 subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder and the other Loan Documents and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages one (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings1) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdictionyear.

Payment of Expenses and Taxes; Indemnification. The Borrower and each other Loan Party agrees: (a) to The Companies will jointly and severally pay or reimburse each Agent and each Lender Access Capital for all their of Access Capital’s reasonable and documented costs, fees out of pocket costs and expenses incurred in connection with the development, negotiation, preparation, execution, delivery preparation and administration execution of, and any amendment, supplement, supplement or other modification to, to this Agreement and any waiver of any provision of, and any consent under, this Loan Agreement and the other Loan Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation such costslimitation, the reasonable fees and expenses related to due diligence, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of internal and external counsel to the Agents and internal and external tax professionals, accounting professionals, and other consultants and advisors, in all cases Access Capital (whether or not such counsel is affiliated with Access Capital). The Companies shall jointly and severally pay or reimburse Access Capital for all reasonable costs and expenses incurred for such additional services as may be required hereunder, in each case in accordance with the Closing Date occurs regular practices of Access Capital and whether or not the transactions contemplated hereby are consummated; in accordance with Access Capital’s regular service charge rate schedule. (b) to pay to each Agent The Companies will jointly and each Lender the allocated, reasonable and documented costs, fees and expenses of internal counsel to thereto in connection with any amendment, supplement, modification, waiver or consent delivered hereunder, in addition to any other applicable fee that may be payable in connection with any such amendment, supplement, modification, waiver or consent; (c) to severally pay or reimburse each Agent and each Lender Access Capital for all of their properly documented costs, fees its reasonable costs and expenses incurred thereby and by their Affiliates in connection with the enforcement or and preservation of any and all rights under this Loan Agreement, Agreement and the other Loan Documents Transaction Documents, including, without limitation, fees and disbursements of counsel to Access Capital (whether or not such counsel is affiliated with Access Capital) and any collateral evaluation (e.g. field examinations, collateral analysis or other documents prepared business analysis) performed by Access Capital or for its benefit as Access Capital deems necessary, as well as for the costs at Access Capital’s regularly posted rates, for overnight mail delivery, UCC, tax lien and judgment searches (and all updates with respect thereto) and bank wire transfer fees, as outlined in connection herewith Exhibit D. Access Capital shall have the right to visit any Company at any time to review and photocopy the books and records of such Company, or therewith, in connection with any workout, restructuring or negotiations in respect portions thereof, in connection with any action as Access Capital shall determine to protect, collect, sell, liquidate or dispose of any Collateral, facilitate its work hereunder. (c) The Companies will jointly and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of internal and external counsel to each Agent, internal and external counsel to each Lender, and internal and external tax professionals, accounting professionals, and other consultants and advisors of each Agent and of each Lender; (d) to severally pay, indemnify, and hold Access Capital harmless each Agent and each Lender from from, any and all Other Taxes (without duplication of amounts referenced recording and filing fees and any and all liabilities with respect to, or resulting from, any delay in Section 4.04)paying stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, Agreement and the other Loan Documents Transaction Documents. (d) The Companies will jointly and any such other documents; (e) to pay or reimburse each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.17; and (f) to severally pay, indemnify indemnify, and hold Access Capital harmless each Agent, each Lender, each other Secured Party, and the respective Related Parties of each of them, from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented costs, expenses and disbursements of any kind or nature whatsoever, whether threatened, pending or determined (including reasonable attorneys’ fees and documented feescourt costs now or hereafter arising from the enforcement of this clause), disbursements and other charges of internal and external counsel, (1) with respect to the negotiation, execution, delivery, enforcement, enforcement and performance and administration of this Loan AgreementAgreement and the other Transaction Documents, including, without limitation, the custody, preservation, use or operation of, or the sale of, collection from, or other Loan Documents and realization upon, any such other documentscollateral securing Obligations, including (2) arising directly or indirectly from the activities of any of the foregoing relating to (x) any Environmental Claim that relates to any Loan Party Company or any property owned subsidiary, its predecessors in interest, or leased by any Loan Partythird parties with whom it has a contractual relationship, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of any Loan Party, Subsidiary of any Loan Party or any of their Real Property and (y) liabilities, obligations, losses, damages, penalties, actions, judgments or suits with respect to or arising directly or indirectly in from the violation of any manner environmental protection, health, or for safety law, whether such claims are asserted by any cause or reason whatsoever out of an Aircraft, an Airframe, any Engine or engine installed on an Aircraft, any Part, any Aircraft Documents, the capacity, age, airworthiness, value, durability, description, specific configuration, design, workmanship, materials, manufacture, construction, testing, delivery, import to the initial governmental agency or any other Country person or entity, and/or (3) arising by virtue of Registration, export (including, without limitation, any export at re-delivery following an Event of Default), ownership, registration, possession, control, use, operation (including, without limitation, airport charges), leasing, sub-leasing, insurance, maintenance, repair, refurbishment, condition (whether of an Aircraft, any Engine, any part or the Aircraft Documents), performance, fitness for any particular use or purpose or suitability of any Aircraft or any part thereof, service, overhaul, modification, change, alteration, loss, damage, removal, storage or re-delivery of, in or to an Aircraft or the Aircraft Insurances, or otherwise in connection with an Aircraft, any representation or relating to loss warranty by any Company or destruction of any Responsible Party being untrue or damage to misleading or any property, agreement or death covenant by any Company or injury of, any Responsible Party not being performed as and when required hereunder or under any other loss of whatsoever nature suffered by, any person caused by, relating to, or arising from or out of Transaction Document (in each case whether directly or indirectly and whether arising on or prior to the date hereof) any all of the foregoing matters (all the foregoing in this clause (f)foregoing, collectively, the “Indemnified Liabilitiesindemnified liabilities”); provided, however, that the Loan Parties no Company shall have no any obligation under this clause (f) hereunder to any Agent, any Lender, any other Secured Party, or any Related Party of any of them, for Indemnified Liabilities Access Capital with respect to indemnified liabilities arising from (Ai) the gross negligence or willful misconduct of Access Capital, (ii) salaries and other amounts payable by Access Capital to its employees in the party ordinary course of business (other than for legal fees specifically billed with respect to be indemnified, as determined by a final, non-appealable order of a court of competent jurisdiction particular matter to which the foregoing relates) or (Biii) expenses incurred by Access Capital (other than those specifically enumerated above) in the ordinary course of business in connection with the performance of its obligations hereunder. To the extent that Access Capital shall provide amounts to any Claim resulting from one party Company in excess of amounts permitted by Section 1 of the Loan Agreement, all such amounts shall bear interest at a per annum rate equal to be indemnified against any other party to be indemnified and that does not involve an act or omission the Prime Rate plus 10% of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliatesthe amounts so provided. The agreements obligations in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the other Loan Documents and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, Agreement and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdictionTransaction Documents.