Supercuts 2008 Annual Report Download - page 243

11.04 Costs and Expenses . The Company shall:
(a) whether or not the transactions contemplated hereby are consummated, pay or reimburse each Lead Agent within five Business Days
after demand (subject to subsection 5.01(e) ) for all reasonable out-of-
pocket costs and expenses incurred by such Lead Agent in connection with
the development, preparation, delivery, administration, syndication and execution of, and any amendment, supplement, waiver or modification to
(in each case, whether or not consummated), this Agreement, any Loan Document and any other document prepared in connection herewith or
therewith, and the consummation of the transactions contemplated hereby and thereby, including reasonable Attorney Costs of a single counsel
to the Lead Agents (except to the extent that any Lead Agent or such counsel determines that separate counsel is necessary to avoid a conflict of
interest);
(b) pay or reimburse each Lead Agent and each Lender within five Business Days after demand (subject to subsection 5.01(e) ) for all
reasonable out-of-pocket costs and expenses (including Attorney Costs of a single counsel, except to the extent that any Lead Agent, any Lender
or such counsel determines that separate counsel is necessary to avoid a conflict of interest) incurred by them in connection with the
enforcement, attempted enforcement, or preservation of any right or remedy under this Agreement or any other Loan Document during the
existence of an Event of Default or after acceleration of the Loans (including in connection with any "workout" or restructuring regarding the
Loans, and including in any Insolvency Proceeding or appellate proceeding); and
(c) pay or reimburse JPMorgan (including in its capacity as the Administrative Agent) within five Business Days after demand (subject to
subsection 5.01(e) ) for all reasonable appraisal (including the allocated cost of internal appraisal services), audit, environmental inspection and
review (including the allocated cost of such internal services), search and filing costs, fees and expenses, incurred or sustained by JPMorgan
(including in its capacity as the Administrative Agent) in connection with the matters referred to under subsections (a) and (b) of this Section.
11.05 Company Indemnification . Whether or not the transactions contemplated hereby are consummated, the Company shall
indemnify, defend and hold each Lead Agent, its Related Parties and each Lender and each of its respective Affiliates, officers, directors,
employees, counsel, agents and attorneys-in-fact (each, an " Indemnified Person ") harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and
the termination, resignation or replacement of the Administrative Agent or replacement of any Lender or assignment by any Lender of its Loans
or Commitments) be imposed on, incurred by or asserted against any Indemnified Person in any way relating to or arising out of this Agreement
or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any
Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the
proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the " Indemnified Liabilities ");
provided
that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent
resulting from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of
all other Obligations.
11.06 Marshalling; Payments Set Aside . Neither the Administrative Agent nor any Lender shall be under any obligation to marshall
any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company
makes a payment to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such
payment or the proceeds of such set-off or any part thereof are subsequently
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