Common use of Indemnification and Expenses Clause in Contracts

Indemnification and Expenses. (a) To the extent not previously paid pursuant to Section 4.12(e) of the Prior Agreement, the Company shall (and each of the Shareholders shall take all actions in its capacity as a shareholder necessary to) cause KMI to promptly pay or reimburse each Shareholder for any and all out-of-pocket fees and expenses (including the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof in connection with the Agreement and Plan of Merger dated as of August 28, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) and the transactions contemplated thereby and (ii) as of, prior to or after the date hereof in connection with any shareholder litigation in connection with the Merger Agreement or the transactions contemplated thereby, including any amounts paid as damages or in settlement thereof. Any fees and expenses for which any Shareholder is entitled to payment or reimbursement pursuant to clause (ii) of the preceding sentence shall be paid or reimbursed promptly after such fees or expenses are incurred by such Shareholder and notice thereof is provided to the Company. (b) From and after the date hereof, all reasonable fees and expenses of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related to the administration of, and their rights and obligations under, the Charter, Bylaws and this Agreement shall be borne by the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld or delayed). (c) All fees and expenses (including legal and other advisory fees and expenses) of the Investor Shareholders and their Affiliates incident to the IPO, including with respect to the evaluation, preparation, negotiation, structuring (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC (or Subsidiaries or parent companies of Knight Holdco LLC) pursuant to the Prior Agreement, shall be borne by the Company, and shall be paid or reimbursed promptly after presentation of an invoice. For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO pursuant to this Section 7.12(c). (d) With respect to any indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to the parties’ respective contribution obligations, Section 5.8(f). (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series and the holders of Class C Shares in such series from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceeding.

Indemnification and Expenses. (a) To the extent not previously paid pursuant The Company hereby agrees to Section 4.12(e) hold harmless and indemnify each Warrantholder and each Warrantholder’s officers, managers, members, trustees, employees, agents, attorneys and successors and assigns of the Prior Agreement, the Company shall (and each of the Shareholders shall take all actions foregoing in its their capacity as a shareholder necessary toof such relationship to the Warrantholder (collectively, “Indemnitees”) cause KMI to promptly pay the fullest extent authorized or reimburse each Shareholder for permitted by applicable law against any and all out-of-pocket fees damages, costs and expenses (including reasonable attorneys’ fees, witness, expert and consultant fees), judgments, fines and amounts paid in settlement actually incurred by any Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action, suit or proceeding by or in the right of the Company) to which such Indemnitee is, was, or at any time becomes a party, or is threatened to be made a party, to the extent arising from the Warrantholder’s entry into, or performance under, this Agreement. (b) Not later than twenty (20) days after receipt by an Indemnitee of notice of the commencement of any action, suit, proceeding, or investigation described in Section 4(a), such Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but any delay in notifying the Company will not relieve the Company from any liability hereunder except to the extent the delay materially prejudices the Company in the defense thereof. The Company may at its election assume the defense of the action, suit, proceeding, or investigation following notice from the Company to the Indemnitee of the Company’s assumption of the defense thereof, and the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred directly by the Indemnitee in connection with the defense thereof. In such event, the Indemnitee shall have the right to employ counsel in the action, suit, proceeding, or investigation but the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) counsel incurred by such Shareholder or its Affiliates after notice from the Company of the Company’s assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) as the employment of or prior to counsel by the date hereof in connection with the Agreement and Plan of Merger dated as of August 28, 2006 among KMI, Knight Acquisition Co. and Indemnitee has been authorized by the Company (the “Merger Agreement”) and the transactions contemplated thereby and in writing, (ii) as of, prior there is a conflict of interest between the Company and the Indemnitee relating to or after the date hereof in connection with any shareholder litigation in connection with the Merger Agreement or the transactions contemplated thereby, including any amounts paid as damages or in settlement thereof. Any fees and expenses for which any Shareholder is entitled to payment or reimbursement pursuant to clause (ii) defense of the preceding sentence action, suit, proceeding, or investigation or (iii) the Company shall be paid not in fact have employed counsel to assume the defense of the action, suit, proceeding, or reimbursed promptly after such fees or expenses are incurred by such Shareholder and notice thereof is provided to investigation, in each of which cases the Company. (b) From and after the date hereof, all reasonable fees and expenses of each Investor Shareholder Indemnitee’s separate counsel shall be at the expense of the Company; provided, however, that all Indemnitees affiliated or associated with the Warrantholder shall use a single counsel (together with respect to all periods prior to any required local counsel) unless there is a conflict of interest between such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related Indemnitees relating to the administration ofdefense of the action, and their rights and suit, proceeding, or investigation. (c) The Company shall not be required to indemnify any Indemnitee pursuant hereto if it shall be determined by a final adjudication of a court of competent jurisdiction (from which there is no right of appeal) that such indemnification is not lawful (in which case the Company shall remain obligated for the contribution obligations under, the Charter, Bylaws and under clause (f) below). (d) The Company shall not be liable to indemnify an Indemnitee under this Agreement shall be borne by for any amounts paid in settlement of any action or claim effected without the Company’s written consent, provided, that such fees and expenses must be approved in advance by the Company (such approval consent not to be unreasonably withheld or delayed). The Company shall be permitted to settle any action for which the Indemnitee is fully indemnified by the Company or a third party except that (i) the Company shall not settle any action or claim in any manner which would contain any admission of wrongdoing or would impose any expense, payment, penalty or limitation on an Indemnitee without the applicable Warrantholders’ written consent and (ii) the Company shall not settle any action, claim or proceeding without obtaining a full and complete release of the Indemnitee with respect thereto. Neither the Company nor any Indemnitee shall unreasonably withhold or delay its consent to any proposed settlement. (ce) All fees and expenses (including legal and other advisory fees and expenses) The obligations of the Investor Shareholders Company contained herein shall continue during the period the Agreement is in effect, and their Affiliates incident shall continue thereafter so long as any Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, that is subject to indemnification hereunder. (f) If the IPO, including indemnification provided hereby is unavailable with respect to the evaluation, preparation, negotiation, structuring (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering Indemnitee by reason of Knight Holdco LLC (or Subsidiaries or parent companies of Knight Holdco LLC) pursuant to the Prior Agreement, shall a court decision that it would be borne by the Company, and shall be paid or reimbursed promptly after presentation of an invoice. For the avoidance of doubtunlawful, the Company shall not be responsible for any underwriting discounts or commissions or for fees contribute to the amount of expenses (including attorneys’ fees, witness, expert and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO pursuant to this Section 7.12(c). (d) With respect to any indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(fconsultant fees), judgments, fines and the Company is not waiving, relinquishing amounts paid in settlement actually incurred and paid or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to the parties’ respective contribution obligations, Section 5.8(f). (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer payable by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, an Indemnitee to the fullest extent permitted by law, applicable Law. (g) In addition to and without limiting the rights of each Warrantholder and other Indemnitees pursuant to the above provisions of the Company, and its officers, directors, employees and agentsSection 4, the holders Company will promptly pay or reimburse, upon submission, the Warrantholders’ reasonable attorney’s fees and expenses pertaining to this Agreement, in an amount not to exceed $35,000 in the aggregate for all Warrantholders. The Warrantholders will not be deemed to have waived any attorney-client or other privilege by reason of Class B Shares in such series and the holders of Class C Shares in such series submitting for payment or reimbursement any statements or invoices from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceedingits legal advisors.

Indemnification and Expenses. You agree (a) To the extent not previously paid pursuant to Section 4.12(eindemnify and hold harmless VAC, its affiliates and their respective partners, officers, directors, employees, advisors and agents (each an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities to which any such Indemnified Person may become subject arising out of the Prior or in connection with this Letter Agreement, the Company shall (and each Merger Agreement, the Financing, the use of the Shareholders shall take all actions in its capacity as a shareholder necessary to) cause KMI to promptly pay or reimburse each Shareholder for any and all out-of-pocket fees and expenses (including proceeds thereof, the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) Limited Guarantee dated as of or prior to the date hereof by VAC in connection with the Agreement and Plan favor of Merger dated as of August 28, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger AgreementLimited Guarantee”) or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, and the transactions contemplated thereby and (ii) as of, prior to reimburse each Indemnified Person upon demand for any reasonable legal or after the date hereof other expenses incurred in connection with investigating or defending any shareholder litigation in connection with the Merger Agreement or the transactions contemplated thereby, including any amounts paid as damages or in settlement thereof. Any fees and expenses for which any Shareholder is entitled to payment or reimbursement pursuant to clause (ii) of the preceding sentence shall be paid or reimbursed promptly after such fees or expenses are incurred by such Shareholder and notice thereof is foregoing; provided to the Company. (b) From and after the date hereof, all reasonable fees and expenses of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related to the administration of, and their rights and obligations under, the Charter, Bylaws and this Agreement shall be borne by the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld or delayed). (c) All fees and expenses (including legal and other advisory fees and expenses) of the Investor Shareholders and their Affiliates incident to the IPO, including with respect to the evaluation, preparation, negotiation, structuring (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC (or Subsidiaries or parent companies of Knight Holdco LLC) pursuant to the Prior Agreement, shall be borne by the Company, and shall be paid or reimbursed promptly after presentation of an invoice. For the avoidance of doubt, the Company Newco shall not be responsible for losses, claims, damages or liabilities that arise out of acts or omissions of an Indemnified Person that are taken in bad faith or constitute gross negligence or willful misconduct as determined by a final, non-appealable court order; and (b) if the Financing is provided, to reimburse VAC and its affiliates on demand for all reasonable expenses (including due diligence expenses, travel expenses, and reasonable fees, charges and disbursements of counsel, accountants and other professionals) incurred by or on behalf of VAC in connection with the Financing and any underwriting discounts related documentation (including this Letter Agreement and the Merger Agreement) or commissions the administration, amendment, modification or for fees and expenses of waiver thereof. You also agree that if any Investor Shareholder or its Affiliates in their capacity as indemnification sought by an underwriter of the IPO Indemnified Person pursuant to this Section 7.12(c). (d) With respect Letter Agreement is for any reason held by a court to any be unavailable, then you and we will contribute to the losses, claims, liabilities, damages and expenses for which such indemnification obligations of is held unavailable in such proportion as is appropriate to reflect the Company pursuant relative benefits received by you on the one hand and by us on the other hand from the actual or proposed transactions giving rise to Section 5.8 and Section 7.12 of or contemplated by this Letter Agreement, and also the Company hereby acknowledges and agrees (i) that it is the indemnitor relative fault of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e.you, its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f)one hand, and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to the parties’ respective contribution obligations, Section 5.8(f). (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series us and the holders of Class C Shares in such series from and against all Losses caused byIndemnified Person, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceedingother.

Indemnification and Expenses. (a) To The Collateral Agent shall not in any way be responsible for the extent performance or discharge of, and the Collateral Agent does not previously paid pursuant hereby undertake to Section 4.12(eperform or discharge, any obligation, duty, responsibility, or liability of any Pledgor in connection with the Pledged Collateral or otherwise. The Pledgors (other than the SN Note Obligors with respect to the Note Obligations, but without limiting the obligation of any SN Note Obligor to provide the indemnity, pay and reimburse costs and expenses and hold harmless as required hereby with respect to the SN Intercompany Notes Obligations), jointly and severally, agree (i) to indemnify the Collateral Agent and any Secured Party (other than the Initial Borrower) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent or such Secured Party in any way relating to or arising out of the Prior Pledge Agreement, any other Secured Credit Document, the Company shall (and each Intercreditor Agreement, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the Shareholders shall take all actions in its capacity as a shareholder necessary toforegoing, (ii) cause KMI to promptly pay or reimburse each Shareholder the Collateral Agent for any and all reasonable out-of-pocket fees costs and expenses (including the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof in connection with the development, preparation, negotiation and execution of, and any amendment, supplement or modification to, this Pledge Agreement, any other Secured Credit Documents, the Intercreditor Agreement and Plan of Merger dated as of August 28any other documents prepared in connection herewith or therewith, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) consummation and administration of the transactions contemplated thereby hereby and thereby, together with the reasonable fees and disbursements of counsel to the Collateral Agent, (iiiii) as of, prior to pay or after reimburse the date hereof in connection with any shareholder litigation Collateral Agent for all its costs and expenses incurred in connection with the Merger enforcement or preservation of any rights under this Pledge Agreement or any other Secured Credit Document or the Intercreditor Agreement, including, without limitation, the fees and disbursements of counsel to the Collateral Agent (including reasonable allocated costs of in-house legal counsel of Collateral Agent), (iv) on demand, to pay, indemnify, and hold the Collateral Agent harmless from, any and all recording and filing fees payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated therebyby, including or any amounts paid as damages amendment, supplement or modification of, or any waiver or consent under or in settlement thereof. Any fees respect of, this Pledge Agreement, any other Secured Credit Documents, the Intercreditor Agreement, or any document related thereto, and (v) to pay, indemnify, and hold the Collateral Agent and its affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever to the extent arising from third party claims with respect to the execution, delivery, enforcement, performance and administration of this Pledge Agreement, any other Secured Credit Document, the Intercreditor Agreement, or any other documents related thereto; provided, however, that no Pledgor shall be liable for which the payment of any Shareholder is entitled portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to payment the extent resulting from the gross negligence or reimbursement willful misconduct of the Collateral Agent or such Secured Party, as determined by a court of competent jurisdiction pursuant to clause (iia final, non-appealable order. The agreements in this Section 39(a) shall survive the termination of this Pledge Agreement, the other Secured Credit Documents, the Intercreditor Agreement and payment in full of the preceding sentence shall be paid Credit Agreement Obligations, the Note Obligations, the Senior Secured Notes, and all other amounts payable hereunder or reimbursed promptly after such fees or expenses are incurred by such Shareholder under any of the other Secured Credit Documents and notice thereof is provided to the CompanyIntercreditor Agreement. (b) From Each Lender and after each Directing Holder agrees to indemnify the Collateral Agent, in its capacity as such, and its Affiliates (to the extent not reimbursed by the Pledgors and without limiting the obligation of the Pledgors to do so), ratably according to the outstanding amount of the Secured Obligations owing to the Lenders and the Directing Holders on the date hereofon which indemnification is sought under this Section 39(b), from and against any and all reasonable fees liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation following the Discharge of the Secured Obligations or the termination of this Pledge Agreement) be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of this Pledge Agreement, any other First Lien Security Documents or the Pledge and Assignment or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing; provided that no Lender or Directing Holder shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related disbursements to the administration ofextent resulting from the gross negligence or willful misconduct of the Collateral Agent, as determined by a court of competent jurisdiction in a final, non-appealable order. The agreements in this Section 39(b) shall survive the termination of this Pledge Agreement and their rights and obligations under, the Charter, Bylaws and this Agreement shall be borne by repayment of the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld or delayed)Secured Obligations. (c) All fees and expenses (including legal and other advisory fees and expenses) A Holder may constitute a portion of the Investor Shareholders and their Affiliates incident to Required Creditors for purposes of pursuing a remedy (or directing the IPO, including Collateral Agent) with respect to the evaluation, preparation, negotiation, structuring this Pledge Agreement or any other First Lien Security Document (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC whether such Holder pursues such remedy (or Subsidiaries or parent companies of Knight Holdco LLCgives such direction) pursuant directly, to the Prior extent permitted, or indirectly by instructing the Trustee) only if such Holder first offers to the Collateral Agent and, if requested by the Collateral Agent, agrees to be a “Directing Holder” for the purposes of Section 39(b) and the other provisions of this Pledge Agreement, . A Holder so agreeing shall be borne by the Company, and shall be paid or reimbursed promptly after presentation a “Directing Holder” for purposes of an invoice. For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO pursuant to this Section 7.12(c39(b). (d) With respect The Collateral Agent may refuse to follow any indemnification obligations direction that conflicts with law or this Pledge Agreement that the Collateral Agent determines may be prejudicial to the rights of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses other Secured Parties or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to involve the parties’ respective contribution obligations, Section 5.8(f)Collateral Agent in personal liability. (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series and the holders of Class C Shares in such series from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceeding.

Indemnification and Expenses. (a) To the extent Client shall pay on demand, whether or not previously paid pursuant to Section 4.12(e) any of the Prior transactions contemplated hereby shall be consummated, (i) the disbursements and reasonable fees of counsel for Supplier in connection with the preparation of this Agreement and the other Supplier Documents and the transactions contemplated hereby and thereby and any amendment or modification hereof or thereof, (ii) all recording and release taxes, appraisal fees, transfer, documentary, stamp and similar taxes, title and lien search, filing and recording fees, corporate search fees, insurance fees, duplicating costs, escrow agent fees and other fees, charges, and other expenses at any time incurred by Supplier or otherwise payable in respect of this Agreement, any other Supplier Document, any Goods, any Transactions, the Company shall (and each Collateral, the incurrence of the Shareholders shall take obligations hereunder or under any other Supplier Document or the grant of liens and security interests to Supplier pursuant hereto or thereto or the perfection thereof; (iii) all actions in its capacity as a shareholder necessary to) cause KMI to promptly pay or reimburse each Shareholder for any internal charges and all out-of-pocket fees and expenses (including the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof Supplier in connection with the Agreement performance of any inspections, field examinations or audits performed by it or any of its agents or representatives with respect to Client, its books and Plan records, or any of Merger dated as of August 28its assets, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) and the transactions contemplated thereby and (iiiv) as of, prior to or after the date hereof in connection with any shareholder litigation all expenses incurred by Supplier in connection with the Merger Agreement enforcement of any rights or the transactions contemplated therebyremedies hereunder or under any other Supplier Document, including any amounts paid as damages or in settlement thereof. Any without limitation costs of collection and attorneys’ fees and expenses for which any Shareholder is entitled to payment or reimbursement pursuant to clause (ii) of the preceding sentence shall be paid or reimbursed promptly after such fees or expenses are incurred by such Shareholder and notice thereof is provided to the Companyout-of-pocket expenses. (b) From Client shall indemnify Supplier and after the date hereofeach of its directors, all officers, employees, attorneys, agents and affiliates against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys’ fees and expenses disbursements) suffered or incurred by any of them arising out of; resulting from or in any manner connected with, the execution, delivery and performance of each Investor Shareholder (with respect to of the Supplier Documents, the Transactions, and any and all periods prior to such Investor Shareholder ceasing to hold Class A Shares other transactions related hereto or Related Shares) and their counsel related thereto or consummated in connection herewith or therewith, except to the administration ofextent such losses, liabilities, damages, claims, costs, and their rights and obligations under, expenses are the Charter, Bylaws and this Agreement shall be borne by the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld direct or delayed)indirect result of Supplier’s gross negligence or willful misconduct. (c) All fees and expenses (including legal and other advisory fees and expenses) of the Investor Shareholders and their Affiliates incident to the IPO, including with respect to the evaluation, preparation, negotiation, structuring (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC (or Subsidiaries or parent companies of Knight Holdco LLC) pursuant to the Prior Agreement, shall be borne Amounts payable by the Company, and shall be paid or reimbursed promptly after presentation of an invoice. For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO Client pursuant to this Section 7.12(c). (d) With respect to any indemnification obligations of that are not paid in full within one business day after demand therefor by Supplier shall accrue interest at the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an highest rate per annum permitted under applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind law. The covenants contained in respect thereof. For clarification, this Section 7.12(d) shall have no impact on survive the Selling Shareholders’ indemnification repayment of Client’s other obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to the parties’ respective contribution obligations, Section 5.8(f)hereunder. (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series and the holders of Class C Shares in such series from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceeding.

Indemnification and Expenses. (a) To The Collateral Agent shall not in any way be responsible for the extent performance or discharge of, and the Collateral Agent does not previously paid pursuant hereby undertake to Section 4.12(eperform or discharge, any obligation, duty, responsibility, or liability of any Obligor in connection with the Collateral or otherwise. The Obligors (other than the SN Note Obligors with respect to the Note Obligations, but without limiting the obligation of any SN Note Obligor to provide the indemnity, pay and reimburse costs and expenses and hold harmless as required hereby with respect to the SN Intercompany Notes Obligations), jointly and severally, agree (i) to indemnify the Collateral Agent and any Secured Party (other than the Initial Borrower) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent or such Secured Party in any way relating to or arising out of the Prior Security Agreement, any other Secured Credit Document, the Company shall (and each Intercreditor Agreement, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the Shareholders shall take all actions in its capacity as a shareholder necessary toforegoing, (ii) cause KMI to promptly pay or reimburse each Shareholder the Collateral Agent for any and all reasonable out-of-pocket fees costs and expenses (including the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof in connection with the development, preparation, negotiation and execution of, and any amendment, supplement or modification to, this Security Agreement, any other Secured Credit Documents, the Intercreditor Agreement and Plan of Merger dated as of August 28any other documents prepared in connection herewith or therewith, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) consummation and administration of the transactions contemplated thereby hereby and thereby, together with the reasonable fees and disbursements of counsel to the Collateral Agent, (iiiii) as of, prior to pay or after reimburse the date hereof in connection with any shareholder litigation Collateral Agent for all its costs and expenses incurred in connection with the Merger enforcement or preservation of any rights under this Security Agreement or any other Secured Credit Document or the Intercreditor Agreement, including, without limitation, the fees and disbursements of counsel to the Collateral Agent (including reasonable allocated costs of in-house legal counsel of Collateral Agent), (iv) on demand, to pay, indemnify, and hold the Collateral Agent harmless from, any and all recording and filing fees payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated therebyby, including or any amounts paid as damages amendment, supplement or modification of, or any waiver or consent under or in settlement thereof. Any fees respect of, this Security Agreement, any other Secured Credit Documents, the Intercreditor Agreement, or any document related thereto, and (v) to pay, indemnify, and hold the Collateral Agent and its affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever to the extent arising from third party claims with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement, any other Secured Credit Document, the Intercreditor Agreement, or any other documents related thereto; provided, however, that no Obligor shall be liable for which the payment of any Shareholder is entitled portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to payment the extent resulting from the gross negligence or reimbursement willful misconduct of the Collateral Agent or such Secured Party, as determined by a court of competent jurisdiction pursuant to clause (iia final, non-appealable order. The agreements in this Section 32(a) shall survive the termination of this Security Agreement, the other Secured Credit Documents, the Intercreditor Agreement and payment in full of the preceding sentence shall be paid Credit Agreement Obligations, the Note Obligations, the Senior Secured Notes, and all other amounts payable hereunder or reimbursed promptly after such fees or expenses are incurred by such Shareholder under any of the other Secured Credit Documents and notice thereof is provided to the CompanyIntercreditor Agreement. (b) From Each Lender and after each Directing Holder agrees to indemnify the Collateral Agent, in its capacity as such, and its Affiliates (to the extent not reimbursed by the Obligors and without limiting the obligation of the Obligors to do so), ratably according to the outstanding amount of the Secured Obligations owing to the Lenders and the Directing Holders on the date hereofon which indemnification is sought under this Section 32(b), from and against any and all reasonable fees liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation following the Discharge of the Secured Obligations or the termination of this Security Agreement) be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of this Security Agreement, any other First Lien Security Documents or the Pledge and Assignment or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing; provided that no Lender or Directing Holder shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related disbursements to the administration ofextent resulting from the gross negligence or willful misconduct of the Collateral Agent, as determined by a court of competent jurisdiction in a final, non- appealable order. The agreements in this Section 32(b) shall survive the termination of this Security Agreement and their rights and obligations under, the Charter, Bylaws and this Agreement shall be borne by repayment of the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld or delayed)Secured Obligations. (c) All fees and expenses (including legal and other advisory fees and expenses) A Holder may constitute a portion of the Investor Shareholders and their Affiliates incident to Required Creditors for purposes of pursuing a remedy (or directing the IPO, including Collateral Agent) with respect to the evaluation, preparation, negotiation, structuring this Security Agreement or any other First Lien Security Document (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC whether such Holder pursues such remedy (or Subsidiaries or parent companies of Knight Holdco LLCgives such direction) pursuant directly, to the Prior extent permitted, or indirectly by instructing the Trustee) only if such Holder first offers to the Collateral Agent and, if requested by the Collateral Agent, agrees to be a “Directing Holder” for the purposes of Section 32(b) and the other provisions of this Security Agreement, . A Holder so agreeing shall be borne by the Company, and shall be paid or reimbursed promptly after presentation a “Directing Holder” for purposes of an invoice. For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO pursuant to this Section 7.12(c32(b). (d) With respect The Collateral Agent may refuse to follow any indemnification obligations direction that conflicts with law or this Security Agreement that the Collateral Agent determines may be prejudicial to the rights of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses other Secured Parties or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to involve the parties’ respective contribution obligations, Section 5.8(f)Collateral Agent in personal liability. (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series and the holders of Class C Shares in such series from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceeding.

Indemnification and Expenses. (a) To the extent Client shall pay on demand, whether or not previously paid pursuant to Section 4.12(e) any of the Prior transactions contemplated hereby shall be consummated, (i) the disbursements and reasonable fees of counsel for Supplier in connection with the preparation of this Agreement and the other Supplier Documents and the transactions contemplated hereby and thereby and any amendment or modification hereof or thereof, (ii) all recording and release taxes, appraisal fees, transfer, documentary, stamp and similar taxes, title and lien search, filing and recording fees, corporate search fees, insurance fees, duplicating costs, escrow agent fees and other fees, charges, and other expenses at any time incurred by Supplier or otherwise payable in respect of this Agreement, any other Supplier Document, any Goods, any Transactions, the Company shall (and each Collateral, the incurrence of the Shareholders shall take obligations hereunder or under any other Supplier Document or the grant of liens and security interests to Supplier pursuant hereto or thereto or the perfection thereof, (iii) all actions in its capacity as a shareholder necessary to) cause KMI to promptly pay or reimburse each Shareholder for any internal charges and all out-of-pocket fees and expenses (including the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof Supplier in connection with the Agreement performance of any inspections, field examinations or audits performed by it or any of its agents or representatives with respect to Client, its books and Plan records, or any of Merger dated as of August 28its assets, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) and the transactions contemplated thereby and (iiiv) as of, prior to or after the date hereof in connection with any shareholder litigation all expenses incurred by Supplier in connection with the Merger Agreement enforcement of any rights or the transactions contemplated therebyremedies hereunder or under any other Supplier Document, including any amounts paid as damages or in settlement thereof. Any without limitation costs of collection and attorneys’ fees and expenses for which any Shareholder is entitled to payment or reimbursement pursuant to clause (ii) of the preceding sentence shall be paid or reimbursed promptly after such fees or expenses are incurred by such Shareholder and notice thereof is provided to the Companyout-of-pocket expenses. (b) From Client shall indemnify Supplier and after the date hereofeach of its directors, all officers, employees, attorneys, agents and affiliates against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys’ fees and expenses disbursements) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the execution, delivery and performance of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related to of the administration ofSupplier Documents, the Transactions, and their rights any and obligations under, the Charter, Bylaws and this Agreement shall be borne by the Company, provided, that such fees and expenses must be approved all other transactions related hereto or thereto or consummated in advance by the Company (such approval not to be unreasonably withheld connection herewith or delayed)therewith. (c) All fees and expenses (including legal and other advisory fees and expenses) of the Investor Shareholders and their Affiliates incident to the IPO, including with respect to the evaluation, preparation, negotiation, structuring (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC (or Subsidiaries or parent companies of Knight Holdco LLC) pursuant to the Prior Agreement, shall be borne Amounts payable by the Company, and shall be paid or reimbursed promptly after presentation of an invoice. For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO Client pursuant to this Section 7.12(c). (d) With respect shall accrue interest at a rate per annum equal to any indemnification obligations the sum of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor prime rate of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement JPMorgan Chase Bank (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund IndemnitorsBank”) ), as amended by the Bank from time to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and time, plus (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind 4% if not paid in respect thereoffull within one business day after demand therefor by Supplier. For clarification, The covenants contained in this Section 7.12(d) shall have no impact on survive the Selling Shareholders’ indemnification repayment of Client’s other obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to the parties’ respective contribution obligations, Section 5.8(f)hereunder. (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series and the holders of Class C Shares in such series from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceeding.

Indemnification and Expenses. The Loan Parties will indemnify the DIP Agent, the DIP Lenders, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “Indemnified Person”) and hold them harmless from and against all costs, expenses (including reasonable and documented fees, disbursements and other charges of outside counsel) and liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its affiliates) that relates to the DIP Facility or the transactions contemplated thereby; provided that, no Indemnified Person will be indemnified for any cost, expense or liability to the extent determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted solely from its gross negligence or willful misconduct. In addition, (a) To the extent not previously paid pursuant to Section 4.12(eall reasonable and documented out-of- pocket expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of outside counsel and financial advisors) of the Prior AgreementDIP Agent and DIP Lenders in connection with the DIP Facility and the transactions contemplated thereby shall be paid by the Loan Parties from time to time, whether or not the Company shall Closing Date occurs, and (b) all reasonable and each of the Shareholders shall take all actions in its capacity as a shareholder necessary to) cause KMI to promptly pay or reimburse each Shareholder for any and all documented out-of-pocket fees and expenses (including the fees and expenses of legal counselincluding, accountantswithout limitation, financial advisors documented fees, disbursements and other consultants or charges of outside counsel and financial advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof in connection DIP Agent and the DIP Lenders, for enforcement costs and documentary taxes associated with the Agreement and Plan of Merger dated as of August 28, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) DIP Facility and the transactions contemplated thereby will be paid by the Loan Parties. All fees and (ii) as ofexpenses described above shall be payable by the Loan Parties, on a joint and several basis, whether accrued or incurred prior to to, on, or after the date hereof in connection with any shareholder litigation in connection with Petition Date. Assignments and Participations: Assignments under the Merger Agreement or DIP Facility are subject to the transactions contemplated thereby, including any amounts paid as damages or in settlement thereof. Any fees and expenses for which any Shareholder is entitled to payment or reimbursement pursuant to clause (ii) consent of the preceding sentence DIP Agent (which consent shall be paid or reimbursed promptly after such fees or expenses are incurred by such Shareholder and notice thereof is provided to the Company. (b) From and after the date hereof, all reasonable fees and expenses of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related to the administration of, and their rights and obligations under, the Charter, Bylaws and this Agreement shall be borne by the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld or delayed). (c) All fees and expenses (including legal and . No participation shall include voting rights, other advisory fees and expenses) than for matters requiring consent of 100% of the Investor Shareholders and their Affiliates incident to the IPO, including with respect to the evaluation, preparation, negotiation, structuring (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC (or Subsidiaries or parent companies of Knight Holdco LLC) pursuant to the Prior Agreement, shall be borne by the Company, and shall be paid or reimbursed promptly after presentation of an invoice. For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO pursuant to this Section 7.12(c)DIP Lenders. (d) With respect to any indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to the parties’ respective contribution obligations, Section 5.8(f). (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series and the holders of Class C Shares in such series from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceeding.

Indemnification and Expenses. (a) To The Collateral Agent shall not in any way be responsible for the extent performance or discharge of, and the Collateral Agent does not previously paid pursuant hereby undertake to Section 4.12(eperform or discharge, any obligation, duty, responsibility, or liability of any Obligor in connection with the Collateral or otherwise. The Obligors (other than the SN Note Obligors with respect to the Note Obligations, but without limiting the obligation of any SN Note Obligor to provide the indemnity, pay and reimburse costs and expenses and hold harmless as required hereby with respect to the SN Intercompany Notes Obligations), jointly and severally, agree (i) to indemnify the Collateral Agent and any Secured Party (other than the Initial Borrower) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent or such Secured Party in any way relating to or arising out of the Prior Security Agreement, any other Secured Credit Document, the Company shall (and each Intercreditor Agreement, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the Shareholders shall take all actions in its capacity as a shareholder necessary toforegoing, (ii) cause KMI to promptly pay or reimburse each Shareholder the Collateral Agent for any and all reasonable out-of-pocket fees costs and expenses (including the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof in connection with the development, preparation, negotiation and execution of, and any amendment, supplement or modification to, this Security Agreement, any other Secured Credit Documents, the Intercreditor Agreement and Plan of Merger dated as of August 28any other documents prepared in connection herewith or therewith, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) consummation and administration of the transactions contemplated thereby hereby and thereby, together with the reasonable fees and disbursements of counsel to the Collateral Agent, (iiiii) as of, prior to pay or after reimburse the date hereof in connection with any shareholder litigation Collateral Agent for all its costs and expenses incurred in connection with the Merger enforcement or preservation of any rights under this Security Agreement or any other Secured Credit Document or the Intercreditor Agreement, including, without limitation, the fees and disbursements of counsel to the Collateral Agent (including reasonable allocated costs of in-house legal counsel of Collateral Agent), (iv) on demand, to pay, indemnify, and hold the Collateral Agent harmless from, any and all recording and filing fees payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated therebyby, including or any amounts paid as damages amendment, supplement or modification of, or any waiver or consent under or in settlement thereof. Any fees respect of, this Security Agreement, any other Secured Credit Documents, the Intercreditor Agreement, or any document related thereto, and (v) to pay, indemnify, and hold the Collateral Agent and its affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever to the extent arising from third party claims with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement, any other Secured Credit Document, the Intercreditor Agreement, or any other documents related thereto; provided, however, that no Obligor shall be liable for which the payment of any Shareholder is entitled portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to payment the extent resulting from the gross negligence or reimbursement willful misconduct of the Collateral Agent or such Secured Party, as determined by a court of competent jurisdiction pursuant to clause (iia final, non-appealable order. The agreements in this Section 32(a) shall survive the termination of this Security Agreement, the other Secured Credit Documents, the Intercreditor Agreement and payment in full of the preceding sentence shall be paid Credit Agreement Obligations, the Note Obligations, the Senior Secured Notes, and all other amounts payable hereunder or reimbursed promptly after such fees or expenses are incurred by such Shareholder under any of the other Secured Credit Documents and notice thereof is provided to the CompanyIntercreditor Agreement. (b) From Each Lender and after each Directing Holder agrees to indemnify the Collateral Agent, in its capacity as such, and its Affiliates (to the extent not reimbursed by the Obligors and without limiting the obligation of the Obligors to do so), ratably according to the outstanding amount of the Secured Obligations owing to the Lenders and the Directing Holders on the date hereofon which indemnification is sought under this Section 32(b), from and against any and all reasonable fees liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation following the Discharge of the Secured Obligations or the termination of this Security Agreement) be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of this Security Agreement, any other First Lien Security Documents or the Pledge and Assignment or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing; provided that no Lender or Directing Holder shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related disbursements to the administration ofextent resulting from the gross negligence or willful misconduct of the Collateral Agent, as determined by a court of competent jurisdiction in a final, non-appealable order. The agreements in this Section 32(b) shall survive the termination of this Security Agreement and their rights and obligations under, the Charter, Bylaws and this Agreement shall be borne by repayment of the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld or delayed)Secured Obligations. (c) All fees and expenses (including legal and other advisory fees and expenses) A Holder may constitute a portion of the Investor Shareholders and their Affiliates incident to Required Creditors for purposes of pursuing a remedy (or directing the IPO, including Collateral Agent) with respect to the evaluation, preparation, negotiation, structuring this Security Agreement or any other First Lien Security Document (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC whether such Holder pursues such remedy (or Subsidiaries or parent companies of Knight Holdco LLCgives such direction) pursuant directly, to the Prior extent permitted, or indirectly by instructing the Trustee) only if such Holder first offers to the Collateral Agent and, if requested by the Collateral Agent, agrees to be a “Directing Holder” for the purposes of Section 32(b) and the other provisions of this Security Agreement, . A Holder so agreeing shall be borne by the Company, and shall be paid or reimbursed promptly after presentation a “Directing Holder” for purposes of an invoice. For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO pursuant to this Section 7.12(c32(b). (d) With respect The Collateral Agent may refuse to follow any indemnification obligations direction that conflicts with law or this Security Agreement that the Collateral Agent determines may be prejudicial to the rights of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses other Secured Parties or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to involve the parties’ respective contribution obligations, Section 5.8(f)Collateral Agent in personal liability. (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series and the holders of Class C Shares in such series from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceeding.

Indemnification and Expenses. (a) To the extent not previously paid pursuant to Section 4.12(e) of the Prior Agreement, the Company shall (and each of the Shareholders shall take all actions in its capacity as a shareholder necessary to) cause KMI to promptly pay or reimburse each Shareholder for any and all out-of-pocket fees and expenses (including the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof in connection with the Agreement and Plan of Merger dated as of August 28, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) and the transactions contemplated thereby and (ii) as of, prior to or after the date hereof in connection with any shareholder litigation in connection with the Merger Agreement or the transactions contemplated thereby, including any amounts paid as damages or in settlement thereof. Any fees and expenses for which any Shareholder is entitled to payment or reimbursement pursuant to clause (ii) of the preceding sentence shall be paid or reimbursed promptly after such fees or expenses are incurred by such Shareholder and notice thereof is provided to the Company. (b) From and after the date hereof, all reasonable fees and expenses of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related to the administration of, and their rights and obligations under, the Charter, Bylaws and this Agreement shall be borne by the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld or delayed). (c) All fees and expenses (including legal and other advisory fees and expenses) of the Investor Shareholders and their Affiliates incident to the IPO, including with respect to the evaluation, preparation, negotiation, structuring (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC (or Subsidiaries or parent companies of Knight Holdco LLC) pursuant to the Prior Agreement, shall be borne by the Company, and shall be paid or reimbursed promptly after presentation of an invoice. For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO pursuant to this Section 7.12(c). (d) With respect to any indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to the parties’ respective contribution obligations, Section 5.8(f). (e) (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series and the holders of Class C Shares in such series from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceeding.

Indemnification and Expenses. (a) To The Borrowers agree to indemnify the extent not previously paid pursuant to Section 4.12(e) of the Prior Agreement, the Company shall (and each of the Shareholders shall take all actions in its capacity as a shareholder necessary to) cause KMI to promptly pay or reimburse each Shareholder for any and all out-of-pocket fees and expenses (including the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof in connection with the Agreement and Plan of Merger dated as of August 28, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) and the transactions contemplated thereby and (ii) as of, prior to or after the date hereof in connection with any shareholder litigation in connection with the Merger Agreement or the transactions contemplated thereby, including any amounts paid as damages or in settlement thereof. Any fees and expenses for which any Shareholder is entitled to payment or reimbursement pursuant to clause (ii) of the preceding sentence shall be paid or reimbursed promptly after such fees or expenses are incurred by such Shareholder and notice thereof is provided to the Company. (b) From and after the date hereof, all reasonable fees and expenses of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related to the administration of, and their rights and obligations under, the Charter, Bylaws and this Agreement shall be borne by the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld or delayed). (c) All fees and expenses (including legal and other advisory fees and expenses) of the Investor Shareholders and their Affiliates incident to the IPO, including with respect to the evaluation, preparation, negotiation, structuring (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC (or Subsidiaries or parent companies of Knight Holdco LLC) pursuant to the Prior Agreement, shall be borne by the Company, and shall be paid or reimbursed promptly after presentation of an invoice. For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO pursuant to this Section 7.12(c). (d) With respect to any indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to the parties’ respective contribution obligations, Section 5.8(f). (i) Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareholder’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder. (ii) In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, Lender and its officers, directors, employees and agentsagents (each an "Indemnified Party") against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the holders of Class B Shares in such series transactions contemplated by this Agreement and the holders of Class C Shares in such series from and against all Losses caused byother Loan Documents, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature other than taxes of the Applicable TransactionLender that are not Non-Excluded Taxes; provided, further, that in relation to Irish withholding tax on interest only, that Lender is a Qualifying Lender), fees, costs, expenses (including reasonable attorneys' fees and disbursements actually incurred to external counsel) or disbursements of any kind which may be imposed on, incurred by or assessed against such Indemnified Party (collectively, the "Costs") relating to or arising out of this Section 7.12(eAgreement, the Note, any other Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, any other Loan Document or any transaction contemplated hereby or thereby (including, without limitation, such time as this Agreement shall no longer be in effect and the Loans shall have been repaid in full), that, in each case, results from anything other than any Indemnified Party's gross negligence or willful misconduct or the Lender's ownership of any Eligible Asset following enforcement of its rights under the Loan Documents with respect thereto (unless and to the extent such liability relates to an event, circumstance or condition which occurred prior to the enforcement of such rights). Without limiting the generality of the foregoing, each Borrower undertakes, jointly and severally, to perform the Irish Tax Indemnification Obligations. No payment shall be due pursuant to this indemnity to the extent an amount has been received in relation to the same liability pursuant to Sections 2.09(b), (c) or (d). Without limiting the generality of the foregoing, the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any other applicable law that, in each case, results from anything other than such Indemnified Party's gross negligence or willful misconduct or the Lender's ownership of any Eligible Asset following enforcement of its rights under the Loan Documents with respect thereto (unless and to the extent such liability relates to an event, circumstance or condition which occurred prior to the enforcement of such rights). Each Indemnified Party agrees that it (i) shall be promptly notify the sole Borrower Agent of any claim, action or suit asserted or commenced against it, and exclusive remedy (ii) that the Borrowers, with the written consent of the indemnified parties Lender, may assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party at the Borrowers' sole expense, (iii) that such Indemnified Party shall cooperate with the Borrowers on such defense, and (iv) that such Indemnified Party shall not settle any such claim, action or suit without the consent of the Borrowers; provided, however, that in the event such Indemnified Party is not reasonably satisfied with such defense, such Indemnified Party may assume such defense with counsel satisfactory to such Indemnified Party at the Borrowers' sole expense. Notwithstanding the foregoing, the Borrowers shall not be liable to any Indemnified Party for any claim (i) arising from lawsuits relating to claims of any Indemnified Party against any other Indemnified Party or (ii) arising from disputes among the Indemnified Parties regarding the allocation among any of such Persons of any payment properly made by the Borrowers in accordance with the Loan Documents. (b) The Borrowers also agree to reimburse an Indemnified Party for all such Indemnified Party's costs and expenses (including fees actually incurred and expenses of accountants, attorneys and advisors) incurred in connection with the enforcement or the preservation of such Indemnified Party's rights under this Agreement, the Note, any other Loan Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its external counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Loans are secured by the Collateral, the obligations of the Borrowers under this Agreement are recourse obligations of the Borrowers. (c) The Borrowers agree to pay all of the reasonable out-of pocket costs and expenses (including reasonable fees actually incurred and expenses of accountants, external attorneys and advisors) incurred by the Lender in connection with (i) the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, the Note, any other Loan Document or any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions contemplated hereby and thereby (including, without, limitation all the due diligence, inspection, testing and review costs and expenses reasonably incurred by the Lender with respect to the Collateral, including, but not limited to, those costs and expenses incurred by the Lender pursuant to Sections 10.03(a), 10.14 and 10.15 hereof). In the case of any Eligible Asset that was originated by the Lender or any Affiliate thereof (such Losses caused byasset, a "Lender Generated Eligible Asset"), the Lender shall use commercially reasonable efforts to ensure that any costs or expenses incurred by the Lender in connection with due diligence, inspection, testing or review and for which reimbursement will be sought are incurred after giving effect to any efficiencies resulting from the due diligence, inspection, testing or relating to any review of such lawsuit, claim, litigation or proceedingLender Generated Eligible Asset in connection with the origination thereof.