Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower shall (i) Pledgor agrees to pay or reimburse the Indemnified Parties on demand Lender for any costs, internal charges and paying: (A) all reasonable out-of-out of pocket expenses of Lender (including, without limitation, all reasonable fees for consultants and the reasonable fees and expenses for attorneys for of counsel to Lender), in connection with (1) the Indemnified Partiesnegotiation, which attorneys may be employees preparation, execution and delivery of this Pledge Agreement and (2) any amendment, modification or waiver of any of the Indemnified Partiesterms of this Pledge Agreement requested or initiated by Pledgor; (B) paid or incurred by the Indemnified Parties all costs and expenses of Lender (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agentincluding reasonable counsel’s fees) in connection with the preparationany enforcement or collection proceedings resulting from an Event of Default; and (C) all transfer, negotiationstamp, executiondocumentary or other similar taxes, deliveryassessments or charges levied by any governmental or revenue authority in respect of this Pledge Agreement, reviewor any other document referred to herein and all costs, amendmentexpenses, modificationtaxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Pledge Agreement or any document referred to herein. (ii) Pledgor hereby agrees to indemnify Lender and its directors, officers, employees and agents from, and administration hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any claim of any Person (A) relating to or arising out of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesacts or omissions of Pledgor under this Pledge Agreement or, after ▇▇▇▇▇▇ has exercised any rights in accordance herewith, the Issuing Bank and Charter Documents (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the Lenders for gross negligence or willful misconduct of the Person to be indemnified), or (B) resulting from the ownership of or security interests in any costsCollateral, internal charges and reasonable out-of-pocket expenses (including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees disbursements of the Indemnified Parties, the Issuing Bank or the Lenders) paid or counsel incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents any such investigation or litigation or other proceedings (includingbut excluding any such losses, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all lossesliabilities, claims, damages, penalties, judgments, liabilities and reasonable damages or expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application incurred by reason of the proceeds of any Credit Extension hereunder. The obligations gross negligence or willful misconduct of the Borrower under this Section 10.7 shall survive the termination of this AgreementPerson to be indemnified).

Expenses; Indemnification. The Borrower (a) Subject to paragraph (c) below, the Borrowers shall reimburse the Indemnified Parties on demand Administrative Agent and each Arranger (but not the Lenders) for any costsreasonable out-of-pocket costs and expenses (including reasonable out-of-pocket fees, internal disbursements and other charges of one firm of legal counsel for the Administrative Agent and the Arrangers, and reasonable out-of-pocket expenses (including, without limitation, all of and reasonable fees for consultants other advisors and reasonable fees and expenses for attorneys for professionals engaged by the Indemnified Parties, which attorneys may be employees of the Indemnified PartiesAdministrative Agent or any Arranger) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in Administrative Agent or the case of Bank One, NA in its capacity as Administrative Agent) Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including via the internet and the Approved Electronic Platform), review, amendment, modification, modification and administration of the Loan DocumentsDocuments (such legal out-of-pocket expenses and fees to be limited to the fees of Cravath, Swaine & M▇▇▇▇ LLP insofar as the arrangement, syndication, negotiation, documentation and closing of the credit facilities established hereby are concerned). The Borrower Subject to paragraph (c) below, the Borrowing Subsidiary and the Company also agrees agree to reimburse the Indemnified PartiesAdministrative Agent, each Arranger and, during an Event of Default, the Issuing Bank Banks and the Lenders for any costs, internal charges and reasonable out-of-pocket costs and expenses (includingincluding reasonable out-of-pocket fees, without limitation, all reasonable fees disbursement and expenses for attorneys other charges of any legal counsel for the Indemnified PartiesAdministrative Agent, the Arrangers, the Issuing Bank Banks and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the any Arranger, any Issuing Bank or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents Documents. (includingb) Subject to paragraph (c) below, without limitation, any workout). The Borrower the Borrowers hereby further agrees agree to indemnify the Indemnified PartiesAdministrative Agent, the each Arranger, each Issuing Bank and Bank, each Lender and their directors, officers, employees, agents, attorneys and professional advisors Related Parties (each such Person being referred to as an “indemnified party”) against all losses, claims, damages, penalties, judgments, liabilities Liabilities and reasonable related expenses (includingincluding all Liabilities and expenses related to or resulting from any claim, without limitationlitigation, all expenses of litigation investigation, arbitration or other proceeding or preparation therefor therefor, whether commenced by the Borrowers or their Affiliates or by any third party, whether based on contract, tort or any other theory and whether or not such entity the Administrative Agent, any Arranger, any Issuing Bank, any Lender or any of their Related Parties is a party thereto, and all reasonable out-of-pocket fees, disbursements and other charges of any legal counsel for the party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or and the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit Extension hereunder, except to the extent that such Liabilities and related expenses have resulted, as determined in a final non-appealable judgment by a court of competent jurisdiction, (i) from the gross negligence, bad faith or willful misconduct of the indemnified party seeking indemnification, (ii) from the material breach by the indemnified party seeking indemnification of its agreements hereunder or under the other Loan Documents (it being agreed, however, that no such breach shall be deemed to occur as a result of any reasonable assertion in good faith by any indemnified party that any condition to any of its obligations hereunder has not been satisfied) or (iii) from claims of one or more indemnified parties against another indemnified party (other than claims against the Administrative Agent (or any other designated agent), any Issuing Bank, the Swingline Lender or any Arranger in their capacities, or in fulfilling their roles, as such) and not involving any act or omission of the Borrowers or their subsidiaries or any of their respective Affiliates (or any such Person’s officers, directors, employees, advisors, agents or representatives). This paragraph shall not apply with respect to Taxes, other than Taxes that represent Liabilities or expenses arising from any non-Tax claim. (c) Each amount payable under paragraph (a) or (b) of this Section shall be an obligation of, and shall be discharged by, (i) to the extent arising out of acts, events and circumstances related to a particular Borrower, such Borrower, and (ii) otherwise, both Borrowers, with each of them being severally, but not jointly, liable for its Contribution Percentage of such amount; provided that the Company agrees that, if the Borrowing Subsidiary shall fail to pay any amount owed by it under clause (ii) of this paragraph (c) after a demand shall have been made by the Person to which such amount is owed, the Company shall promptly pay such amount (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of the Borrowing Subsidiary under this Section). (d) To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent, any Arranger, the Swingline Lender or any Issuing Bank or any Related Party of any of the foregoing under paragraph (a) or (b) of this Section (and without limiting the obligation of the Borrowers to pay such amount), each Lender severally agrees to pay to the Administrative Agent, such Arranger, the Swingline Lender, such Issuing Bank or such Related Party, as the case may be, such L▇▇▇▇▇’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified Liabilities and related expenses were incurred by or asserted against the Administrative Agent, such Arranger, the Swingline Lender or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, any Arranger, any Issuing Bank or the Swingline Lender in connection with such capacity. (e) The obligations of the Borrower Borrowers under this Section 10.7 9.10 shall survive the termination of this AgreementAgreement and, as to each Borrower, the Availability Termination Date of such Borrower.

Expenses; Indemnification. The (a) Each Subordinated Borrower shall agree to pay or reimburse the Indemnified Parties on demand Administrative Agent, the Collateral Agent, the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, each Swing Line Lender, each Issuing Bank and each other Senior Lender (each, an “Indemnitee”), upon demand, for any costs, internal charges all their reasonable and reasonable documented out-of-pocket expenses (in connection with the enforcement or preservation of any rights under this Agreement, including, without limitation, all the reasonable fees for consultants fees, charges and reasonable fees and expenses for attorneys disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Indemnified PartiesAdministrative Agent, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether an additional local counsel in their capacity as arrangereach applicable jurisdiction, or, one specialist counsel for each applicable specialty and one additional conflict counsel in the case event of Bank Oneany actual or perceived conflict of interest. (b) Each Subordinated Borrower shall agree to pay, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modificationindemnify, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank hold each Indemnitee harmless from and the Lenders for against any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and related expenses, including reasonable expenses (includingand documented counsel fees, without limitationcharges and disbursements, all expenses incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of litigation the failure of such Subordinated Borrower or preparation therefor whether or not such entity is a party thereto) which any applicable Subordinated Lender to perform any of them may pay or incur its obligations arising out of or relating to this Agreement; provided that such indemnity shall not, as to an Indemnitee, be available to the other Loan Documentsextent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the Projectsbad faith, the transactions contemplated hereby gross negligence or the direct or indirect application or proposed application willful misconduct of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreementsuch Indemnitee.

Expenses; Indemnification. (a) The Borrower Company shall reimburse (i) the Indemnified Parties on demand Agents for any reasonable costs, internal charges and reasonable out-of-pocket expenses (includingincluding reasonable attorneys' fees of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified PartiesAgents) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) either Agent in connection with the preparation, negotiationreview, execution, delivery, review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse Document and (ii) the Indemnified Parties, the Issuing Bank Agents and the Lenders for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all including reasonable attorneys' fees and expenses for attorneys allocated costs of inside counsel for the Indemnified Parties, the Issuing Bank Agents and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank either Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitationDocuments, any workout). refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or any insolvency or bankruptcy proceedings in respect of any Obligor. (b) The Borrower Company further agrees to indemnify the Indemnified Parties, the Issuing Bank each Agent and each Lender Lender, their respective affiliates, and their the respective directors, officers, employeesemployees and agents of the foregoing, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity the Agent or any Lender is a party thereto) (collectively, the "Indemnified Amounts") which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension Loan hereunder; provided that it is understood that the Company shall not, in respect of the legal expenses of the Lenders in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Lenders designated by the Agents (except if and to the extent that, owing to existing or potential conflicts of interest among them, such counsel shall advise that representation of all Lenders by a single firm would not be appropriate); and provided, further, that the Company shall not be liable to any Lender for any Indemnified Amounts (x) resulting from the gross negligence or willful misconduct of such Lender, its affiliates or any of their respective officers, directors, employees and agents or (y) constituting the costs and expenses of prosecuting a suit or proceeding commenced by such Lender which is finally determined adversely to such Lender (any counterclaim asserted against such Lender being treated as a separate proceeding for this purpose). The obligations of the Borrower Company under this Section 10.7 9.5 shall survive the termination of this Agreement.

Expenses; Indemnification. The (a) Borrower shall agrees (a) to pay or reimburse Administrative Agent and, solely in connection with the Indemnified Parties on demand initial closing and syndication of the facilities hereunder, the Bookrunners, for any costs, internal charges all of its and their reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees costs and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiationnegotiation and execution of, execution, delivery, review, and any amendment, modificationsupplement or modification to, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, in respect of any workoutnotice given by Borrower under Section 2.16(c), whether or not the requested increase is actually effected), and the consummation of the transactions contemplated thereby, including the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel to Administrative Agent and all reasonable and documented out-of-pocket costs and expenses of Administrative Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with the Loan Documents, (b) [reserved], (c) to pay or reimburse Administrative Agent and the Banks for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of their respective counsel and (d) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to Administrative Agent, any Lead Arranger, any Bookrunner and any Bank incurred in connection with the representation of Administrative Agent, such Lead Arranger, any Bookrunner or such Bank in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 9.01(5), including, without limitation, (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of Borrower or any other Loan Party, whether proposed by Borrower, such Loan Party, the Banks or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. Notwithstanding the foregoing, (i) the obligation to reimburse Administrative Agent, the Lead Arrangers, the Bookrunners and the Banks for fees and expenses of counsel in connection with the matters described in clauses (a), (c) and (d) above shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to Administrative Agent, the Lead Arrangers, the Bookrunners and the Banks and, if reasonably necessary, a single local counsel for Administrative Agent and the Banks in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected Bank similarly situated and (ii) except to the extent otherwise agreed among Borrower, the Lead Arrangers and Administrative Agent, Borrower is not responsible for costs, expenses and charges incurred by the Bank Parties in connection with the administration or syndication of the Loans (other than any administration fee payable to Administrative Agent). The Other than to the extent constituting a condition to the Closing Date set forth in Section 4.01, all reimbursement obligations pursuant to this Section 12.04(a) shall be due and payable not later than fifteen (15) Banking Days following receipt of a reasonably detailed invoice therefor. (b) Borrower further agrees to indemnify the Indemnified PartiesAdministrative Agent, the Issuing Bank and Co-Sustainability Structuring Agents, each Lender Bank, Affiliates of the foregoing, and their respective directors, officers, employees, agentsagents and advisors (each such Person being called an “Indemnified Party”) from, attorneys and professional advisors against hold each of them harmless against, any and all losses, liabilities, claims, damages, penalties, judgments, liabilities and reasonable damages or expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which incurred by any of them may pay or incur arising out of or relating to this Agreementby reason of (w) the execution, delivery or performance of the other Loan Documents, the Projects, the transactions contemplated hereby Documents by Borrower or the direct or indirect application or proposed application use of the proceeds of the Loans, directly or indirectly, by Borrower, (x) any Credit Extension hereunder. The claims by brokers due to acts or omissions by Borrower, (y) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) (an “Indemnity Proceeding”) relating to any actual or proposed use by Borrower of the proceeds of the Loans, including without limitation, the reasonable fees and disbursements of third-party counsel incurred in connection with any such investigation or litigation or other proceedings or (z) third party claims or actions against any Bank or Administrative Agent relating to or arising from this Agreement and the transactions contemplated pursuant to this Agreement; provided, however, that Borrower shall not be obligated to indemnify any Indemnified Party for any acts or omissions of such Indemnified Party in connection with matters described in this Section 12.04 to the extent arising from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment, (B) a material breach by such Indemnified Party of its obligations under the Loan Documents, as determined by a court of competent jurisdiction in a final, non-appealable judgment, (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Parties or any other Subsidiary), and (D) tax and yield maintenance matters otherwise addressed in Sections 3.01, 3.05, 3.06 and 10.13. (c) If and to the extent that the obligations of the Borrower under this Section 10.7 are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. (d) The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Commitments. (e) An Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any Indemnity Proceeding covered by this AgreementSection and, as provided above, all costs and expenses incurred by such Indemnified Party shall be reimbursed by Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or defending against any such Indemnity Proceeding shall vitiate or in any way impair the obligations and duties of Borrower hereunder to indemnify and hold harmless each such Indemnified Party; provided, however, that (i) if Borrower is required to indemnify an Indemnified Party pursuant hereto and (ii) Borrower has provided evidence reasonably satisfactory to such Indemnified Party that Borrower has the financial wherewithal to reimburse such Indemnified Party for any amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified Party shall not settle or compromise any such Indemnity Proceeding without the prior written consent of Borrower (which consent shall not be unreasonably withheld or delayed).

Expenses; Indemnification. (i) The Borrower shall reimburse the Indemnified Parties on demand Agents and the Arrangers for any costs, internal charges reasonable costs and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable including fees and expenses for attorneys charges of outside counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified PartiesAgents) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in Agents or the case of Bank One, NA in its capacity as Administrative Agent) Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partieseach Agent, the Issuing Bank each Arranger, each Lender and the Lenders each Issuer for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable including fees and expenses for charges of attorneys for the Indemnified Partiessuch Agent, the Issuing Bank such Arranger, such Lender and the Lenderssuch Issuer, which attorneys may be employees of the Indemnified Partiessuch Agent, the Issuing Bank such Arranger, such Lender or the Lenderssuch Issuer) paid or incurred by the Indemnified Parties (whether in their capacity as arrangereither Agent, oreither Arranger, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank any Lender or any Lender Issuer in connection with the collection and enforcement enforcement, attempted enforcement, and preservation of rights and remedies under, any of the Loan Documents (including, without limitation, including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding). . (ii) The Borrower hereby further agrees to indemnify each Agent, each Arranger, each Lender, each Issuer, their respective affiliates and the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys officers and professional advisors employees of the foregoing against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all expenses of litigation or preparation therefor whether or not such entity either Agent, either Arranger, any Lender or any Issuer or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunderhereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. In the case of any investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a third party, by the Borrower or by any affiliate of the Borrower. The obligations of the Borrower under this Section 10.7 9.6 shall survive the payment of the Obligations and termination of this Agreement. (iii) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (i) or (ii) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuer or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or any Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any Issuer in connection with such capacity.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the fees and disbursements of outside counsel as well as the allocated cost of Administrative Agent's internal legal services), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver, internal charges consent hereunder and any amendment hereof, the administration hereof and any Default or alleged Default hereunder, (ii) in connection with the syndication of the Loans and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Banks as a group, including fees and disbursements of counsel for the Administrative Agent and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys' fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (a) counsel for Administrative Agent and (b) counsel for all of the Banks as a group. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent together with the allocated cost of Administrative Agent's internal legal services, and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing Administrative Agent). (b) The Borrower agrees to indemnify the Administrative Agent, each Bank and their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, amendment, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The management, use, control, ownership or operation of property or assets by the Borrower also agrees to reimburse or any of the Indemnified PartiesEnvironmental Affiliates, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Borrower or any Lender Environmental Affiliate involving Materials of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, but in connection with the collection and enforcement of the Loan Documents (includingall cases excluding those liabilities, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, willful misconduct, bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession or control (but in no event shall appointment of a receiver or a trustee be deemed control) of such Property or (d) any liability of such Indemnitee to any third party based upon Contractual Obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower's obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations. (c) Each Indemnitee will promptly notify the Borrower of each event of which it has knowledge that may give rise to a claim under clause (b) of Section 9.3, provided that the failure to so notify the Borrower shall in no way impair the Borrower's obligations under this Section 9.3 (except to the extent that such failure to so notify arises from the gross negligence or willful misconduct of such Indemnitee and has an adverse effect on the Borrower). If any investigative, judicial or administrative proceeding is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 9.3, the Borrower, to the extent and in the manner directed by the Indemnitee, will resist and defend such proceeding with counsel designated by the Borrower (which counsel shall be reasonably satisfactory to the Indemnitee). Each Indemnitee will use its best efforts to cooperate in the defense of any such action, writ, or proceeding. The Borrower shall keep such Indemnitee advised of the status of such defense and consult with such Indemnitee prior to taking any material position with respect thereto. Such Indemnitee shall, however, be entitled to employ counsel separate from counsel for the Borrower and from any other party in such proceeding if such Indemnitee shall reasonably determine that a conflict of interest or other circumstance exists that makes representation by counsel chosen by the Borrower not advisable. The fees and disbursements of such separate counsel shall be paid by the Borrower. Such Indemnitee shall not agree to the settlement of any such claim without the consent of the Borrower, unless the Borrower shall have been given notice of the commencement of an action and shall have failed to provide the defense thereof as herein provided or an Event of Default shall have occurred.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by Agent, the Indemnified Parties Security Agent, each Arranging Agent and (whether in their capacity as arranger, or, in the case of Bank Oneexpenses relating to any Letter of Credit) each Issuing Bank, NA in its capacity as Administrative Agent) including reasonable fees and disbursements of special counsel for the Agent and the Arranging Agents, in connection with the preparationsyndication of the credit facilities contemplated by this Agreement, negotiationthe preparation and administration of this Agreement and the other Loan Documents, executionany waiver or consent hereunder or thereunder or any amendment hereof or thereof, delivery, reviewthe issuance, amendment, modificationrenewal or extension of or drawing under any Letter of Credit, or any Default or alleged Default hereunder and administration (ii) if an Event of the Loan Documents. The Borrower also agrees to reimburse the Indemnified PartiesDefault occurs, the Issuing Bank and the Lenders for any costs, internal charges and all reasonable out-of-pocket expenses incurred by the Agent, the Security Agent, each Arranging Agent, each Issuing Bank and each Bank, including reasonable fees and disbursements of outside counsel and allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent, the Security Agent, each Arranging Agent, each Issuing Bank and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each such Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (including any of the foregoing with respect to Environmental Laws applicable to the Borrower or any Subsidiary), including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of any of the Loan Documents (including, without limitation, or Letters of Credit or any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application actual or proposed application use of the proceeds of any Loans or Letters of Credit Extension hereunder. The obligations ; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. The Borrower shall (i) Pledgor agrees to pay or reimburse the Indemnified Parties on demand Lender for any costs, internal charges and paying: (A) all reasonable out-of-out of pocket expenses of Lender (including, without limitation, all reasonable fees for consultants and the reasonable fees and expenses for attorneys for of counsel to Lender), in connection with (1) the Indemnified Partiesnegotiation, which attorneys may be employees preparation, execution and delivery of this Pledge Agreement and (2) any amendment, modification or waiver of any of the Indemnified Partiesterms of this Pledge Agreement requested or initiated by Pledgor; (B) paid or incurred by the Indemnified Parties all costs and expenses of Lender (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agentincluding reasonable counsel’s fees) in connection with the preparationany enforcement or collection proceedings resulting from an Event of Default; and (C) all transfer, negotiationstamp, executiondocumentary or other similar taxes, deliveryassessments or charges levied by any governmental or revenue authority in respect of this Pledge Agreement, reviewor any other document referred to herein and all costs, amendmentexpenses, modificationtaxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Pledge Agreement or any document referred to herein. (ii) Pledgor hereby agrees to indemnify Lender and its directors, officers, employees and agents from, and administration hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any claim of any Person (A) relating to or arising out of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesacts or omissions of Pledgor under this Pledge Agreement or, after Lender has exercised any rights in accordance herewith, the Issuing Bank and Charter Documents (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the Lenders for gross negligence or willful misconduct of the Person to be indemnified), or (B) resulting from the ownership of or security interests in any costsCollateral, internal charges and reasonable out-of-pocket expenses (including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees disbursements of the Indemnified Parties, the Issuing Bank or the Lenders) paid or counsel incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents any such investigation or litigation or other proceedings (includingbut excluding any such losses, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all lossesliabilities, claims, damages, penalties, judgments, liabilities and reasonable damages or expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application incurred by reason of the proceeds of any Credit Extension hereunder. The obligations gross negligence or willful misconduct of the Borrower under this Section 10.7 shall survive the termination of this AgreementPerson to be indemnified).

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and reasonable pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by each Lender Party, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify each Lender Party, its respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Loan Documents or any actual or proposed use of any Letter of Credit or any proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder to the extent of such Indemnitee's own gross negligence or willful misconduct as determined by final judgment of a court of competent jurisdiction. (c) The Borrower hereby indemnifies each Indemnitee from and against and agrees to hold each of them harmless from any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, all reasonable fees for expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees disbursements of the Indemnified Partiescounsel) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, orof any Indemnitee arising out of, in the case respect of Bank One, NA in its capacity as Administrative Agent) or in connection with any and all Environmental Liabilities. Without limiting the preparation, negotiation, execution, delivery, review, amendment, modification, and administration generality of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesforegoing, the Issuing Bank and the Lenders Borrower hereby waives all rights for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank contribution or any Lender in connection other rights of recovery with the collection and enforcement of the Loan Documents (includingrespect to liabilities, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penaltiescosts and expenses arising under or related to Environmental Laws that it might have by statute or otherwise against any Indemnitee. (d) To the extent that the undertaking to indemnify, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating hold harmless any Indemnitee pursuant to this AgreementSection 10.03 may be unenforceable because it is violative of any law or public policy, the other Loan Documents, Borrower shall make the Projects, maximum contribution to the transactions contemplated hereby or the direct or indirect application or proposed application payment and satisfaction of each of the proceeds of any Credit Extension hereunder. The obligations of the Borrower indemnified liabilities which is permissible under this Section 10.7 shall survive the termination of this Agreementapplicable law.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and reasonable including fees and expenses for attorneys disbursements of special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) , in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesthis Agreement, the Issuing Bank any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and the Lenders for any costs(ii) if an Event of Default occurs, internal charges and all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify each Agent and Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities (including liabilities relating to or arising under Environmental Laws), losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct or a breach of an express obligation under this Agreement as determined by a final, non-appealable judgment of a court of competent jurisdiction. (c) Each party hereto waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding relating to this Agreement any special, exemplary, punitive, indirect or consequential damages; provided that nothing contained in this sentence shall relieve the Company of any indemnity obligation it may have under subsection (b) above with respect to special, exemplary, punitive, indirect or consequential damages which are required to be paid by any Indemnitee to any Person that is not (i) a party to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby (ii) a Participant or the direct or indirect application or proposed application of the proceeds (iii) an Affiliate of any Credit Extension hereunder. The obligations of the Borrower under party to this Section 10.7 shall survive the termination of this AgreementAgreement or a Participant.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and reasonable including fees and expenses for attorneys disbursements of special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) , in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration of the Loan Documents. The Borrower also agrees , any waiver or consent thereunder or any amendment thereof or any Default or alleged Default hereunder, (ii) the reasonable fees and disbursements of E&Y Restructuring LLC, financial advisor to reimburse the Indemnified Parties▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, in connection with the Issuing Bank and the Lenders for any costsengagement contemplated by Section 3.01(v), internal charges and reasonable (iii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and (iv) all costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel) and costs of settlement, incurred by the Administrative Agent and the Banks in enforcing any obligations of or in collecting any payments due from the Borrower or any Subsidiary Guarantor hereunder or under the other Loan Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Second Priority Subsidiary Guarantee Agreement) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of this Agreement or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application any actual or proposed application use of the proceeds of any Credit Extension Loans hereunder. The obligations ; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. The (a) Each Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) its Appropriate Share of all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of special counsel for the Indemnified PartiesAgents, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparationpreparation of this Agreement, negotiationany waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to such Borrower hereunder and (ii) if an Event of Default with respect to such Borrower occurs, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) Each Borrower agrees to indemnify each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, penalties, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay relating to or incur arising out of this Agreement or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application any actual or proposed application use of the proceeds of any Credit Extension Loans hereunder. The obligations , in each case to the extent of such Borrower’s Appropriate Share; provided that no Indemnitee shall have the Borrower under this Section 10.7 shall survive the termination right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of this Agreementcompetent jurisdiction.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent: (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and disbursements of special counsel H▇▇▇▇▇ and B▇▇▇▇, L.L.P.), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder; (ii) all reasonable fees and disbursements of special counsel in connection with the syndication of the Loans; and (iii) if an Event of Default occurs, internal charges and all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including, without limitation, fees and disbursements of counsel for the Administrative Agent and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys’ fees and disbursements for which the Borrowers are obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of: (A) counsel for the Administrative Agent; and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which the Borrowers are obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of the Administrative Agent. For purposes of Section 10.4(a)(iii): (1) counsel for the Administrative Agent shall mean a single outside law firm representing the Administrative Agent in each of the U▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, the United Kingdom and each country of the European Union where a Borrower holds substantial assets; and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group in each of the U▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, the United Kingdom and each country of the European Union where a Borrower holds substantial assets (which law firm may or may not be the same law firm representing the Administrative Agent). (b) Each Credit Party agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of: (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration delivery or performance of any Loan Document; (ii) any violation by AMB LP or the Environmental Affiliates of any applicable Environmental Law; (iii) any Environmental Claim arising out of the Loan Documents. The Borrower also agrees to reimburse management, use, control, ownership or operation of property or assets by any Borrower, AMB LP or any of the Indemnified PartiesEnvironmental Affiliates, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Partiesoff-site activities of any Borrower, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank AMB LP or any Lender in connection with Environmental Affiliate involving Materials of Environmental Concern; (iv) the collection and enforcement breach of the Loan Documents (includingany environmental representation or warranty set forth herein, without limitationbut excluding those liabilities, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penaltiescosts and expenses: (a) for which such Indemnitee has been compensated pursuant to the terms of this Agreement; (b) incurred solely by reason of the gross negligence, judgmentswillful misconduct, liabilities and reasonable expenses bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction; (including, without limitation, all expenses c) arising from violations of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or Environmental Laws relating to this Agreementa Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property; or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the other Loan Documentsindemnification set forth in this Section 10.4(b) in favor of any director, the Projectsofficer, the transactions contemplated hereby agent or the direct or indirect application or proposed application employee of the proceeds of Administrative Agent or any Credit Extension hereunderBank shall be solely in their respective capacities as such director, officer, agent or employee. The Credit Parties obligations of the Borrower under this Section 10.7 10.4 shall survive the termination of this AgreementAgreement and the payment of the Obligations. Without limitation of the other provisions of this Section 10.4, each Credit Party shall indemnify and hold each of the Administrative Agent and the Banks free and harmless from and against all loss, costs (including reasonable attorneys’ fees and expenses), expenses, taxes, and damages (including consequential damages) that the Administrative Agent and the Banks may suffer or incur by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agent’s reasonable judgment by reason of the inaccuracy of the representations and warranties, or a breach of the provisions, set forth in Section 5.6(b).

Expenses; Indemnification. The Borrower shall Borrowers will from time to time reimburse the Indemnified Parties on Agents promptly following demand for any costs, internal charges and all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and including the reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agentlegal counsel) in connection with (a) the preparationpreparation of the Loan Documents, negotiation(b) the making of any Loans, execution, delivery, review, amendment, modification, and (c) the administration of the Loan Documents, and (d) the syndication of this Credit Facility. The Borrower Borrowers also agrees will from to time reimburse the Indemnified Parties, the Issuing Agents and each Bank and the Lenders for any costs, internal charges and reasonable all out-of-pocket expenses (including, without limitation, all including reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenderstheir legal counsel) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout)Documents. The Borrower further agrees In addition to indemnify the Indemnified Partiespayment of the foregoing expenses, the Issuing Borrowers hereby agree to indemnify, defend, protect and hold First Union, as Administrative Agent, NationsBank, as Appraisal Agent, and NMS, as Syndication Agent, each Bank and each Lender any holder of any Note and their the officers, directors, officers, employees, agents, affiliates and attorneys of the Agents, each Bank and professional advisors such holder (collectively, the "INDEMNITEES") harmless from and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, liabilities suits, costs, expenses and disbursements of any kind or nature, including reasonable expenses (including, without limitation, all fees and expenses of litigation legal counsel, which may be imposed on, incurred by, or preparation therefor whether asserted against such Indemnitee by the Borrowers or not such entity is a party thereto) which any of them may pay or incur arising other third parties and arise out of or relating relate to this Agreement, Agreement or the other Loan Documents or any other matter whatsoever related to the transactions contemplated by or referred to in this Agreement or the other Loan Documents; provided, however, that the Projects, Borrowers shall have no obligation to an Indemnitee hereunder to the transactions contemplated hereby extent that the liability incurred by such Indemnitee has been determined by a court of competent jurisdiction to be the result of gross negligence or the direct or indirect application or proposed application willful misconduct of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreementsuch Indemnitee.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, orAdministrative Agent, in connection with any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, (ii) all fees, as described in the case of Bank OneFee Letters, NA in its capacity as Administrative Agent) in connection with the preparationpreparation of this Agreement and (iii) if an Event of Default occurs, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable all out-of-pocket expenses (includingincurred by each Agent and Bank, without limitation, all including reasonable fees and expenses for attorneys for disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. To the Indemnified Partiesextent practicable, the Issuing Administrative Agent or the applicable Bank, as the case may be, shall give the Borrowers prior notice of the incurrence of any expenses described in this subsection (a); provided, however, that the failure to give such notice shall not affect the obligation of the Borrowers to pay such Administrative Agent or such Bank the amount or amounts due pursuant to subsection (a) with respect to such expenses. (b) The Borrowers agree to indemnify and hold harmless each Agent and each Bank and the Lendersofficers, which attorneys may be employees of the Indemnified Partiespartners, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arrangermembers, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officerstrustees, advisors, employees, agents, attorneys sub-agents and professional advisors Affiliates of each Agent and each Bank (each, an “Indemnitee”) from and against any and all liabilities, losses, claims, damages, penaltiescosts, judgments, liabilities penalties paid to third parties and reasonable expenses (including, without limitation, all expenses of litigation any kind, including the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee in connection with any investigative, administrative or preparation therefor judicial proceeding (whether or not such entity is Indemnitee shall be designated a party theretothereto and whether or not such proceeding is brought by IR Parent, the Borrowers or any third party) which any of them may pay relating to or incur arising out of this Agreement or relating any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for its own bad faith, gross negligence or willful misconduct or for its material breach of its obligations under this Agreement, as determined in a final, non-appealable judgment by a court of competent jurisdiction. (c) To the other extent permitted by applicable law, no Loan DocumentsParty shall assert, and each Loan Party hereby waives, any claim against each Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the Projectsclaim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of or in any way related to this Agreement or any Note or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the direct or indirect application or proposed application use of the proceeds of thereof or any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreementact or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Expenses; Indemnification. (a) The Borrower Company agrees to pay on each Closing Date and save the Investors harmless against liability for the payment of any stamp or similar taxes (including interest and penalties, if any) that may be determined to be payable in respect of the execution and delivery of this Agreement, the issue and sale of any Securities and the Underlying Shares, the expense of preparing and issuing the Securities and the Underlying Shares, the cost of delivering the Securities and the Underlying Shares of each Investor to such Investor's address, insured in accordance with customary practice, and the costs and expenses incurred in the preparation of all certificates and letters on behalf of the Company and of the Company's performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with. Each Investor shall reimburse the Indemnified Parties on demand be responsible for any costs, internal charges and reasonable its out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) arising in connection with the preparationContemplated Transactions, negotiationexcept that, executionat the Closing, deliverythe Company shall pay fees and disbursements of counsel to the Investors as set forth in Section 6.9. (b) The Company hereby agrees and acknowledges that the Investors have been induced to enter into this Agreement and to purchase the Securities hereunder, reviewin part, amendmentbased upon the representations, modification, warranties and administration covenants of the Loan DocumentsCompany contained herein. The Borrower also Company hereby agrees to reimburse pay, indemnify and hold harmless the Indemnified PartiesInvestors and any director, the Issuing Bank officer or employee of any Investor against all claims, losses and the Lenders for damages resulting from any costsand all legal or administrative proceedings, internal charges and reasonable out-of-pocket expenses (including, including without limitation, all reasonable attorneys' fees and expenses for attorneys for incurred in connection therewith (collectively, "Loss"), resulting from a breach by the Indemnified PartiesCompany of any representation or warranty of the Company contained herein or the failure of the Company to perform any covenant made herein; provided that the Company's liability under this Section 5.2(b) shall be limited to the aggregate purchase price of the Securities. (c) As soon as reasonably practicable after receipt by an Investor of notice of any Loss in respect of which the Company may be liable under this Section 5.2, the Issuing Bank Investor shall give notice thereof to the Company. Each Investor may, at its option, claim indemnity under this Section 5.2 as soon as a claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as counsel for such Investor shall in good faith determine that such claim is not frivolous and that such Investor may be liable or otherwise incur a Loss as a result thereof and shall give notice of such determination to the Company. Each Investor shall permit the Company, at the Company's option and expense, to assume the defense of any such claim by counsel mutually and reasonably satisfactory to the Company and the LendersInvestors who are subject to such claim, which attorneys may be employees and to settle or otherwise dispose of the Indemnified Partiessame; provided, however, that each Investor may at all times participate in such defense at such Investor's expense; and provided, further, that the Issuing Bank or Company shall not, in defense of any such claim, except with the Lendersprior written consent of each Investor subject to such claim, (i) paid or incurred consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the Indemnified Parties claimant or plaintiff in question to each Investor and its affiliates of a release of all liabilities in respect of such claims, or (ii) consent to any settlement of such claim. If the Company does not promptly assume the defense of such claim irrespective of whether in their capacity such inability is due to the inability of the afore-described Investors and the Company to mutually agree as arrangerto the choice of counsel, oror if any such counsel is unable to represent one or more of the Investors due to a conflict or potential conflict of interest, in then an Investor may assume such defense and be entitled to indemnification and prompt reimbursement from the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender Company for such Investor's costs and expenses incurred in connection with the collection and enforcement of the Loan Documents (includingtherewith, including without limitation, any workout)reasonable attorneys' fees and expenses. Such fees and expenses shall be reimbursed to the Investors as soon as practicable after submission of invoices to the Company. (d) The Borrower further agrees to indemnify Company shall maintain the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application effectiveness of the proceeds of any Credit Extension hereunder. The obligations of Registration Statement (as defined in the Borrower Investor Rights Agreement) under this Section 10.7 shall survive the termination of this Securities Act for as long as is required under the Investor Rights Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties Company hereby agrees to pay on demand for any costs, internal charges and all reasonable out-of-pocket expenses (including, including without limitation, all reasonable fees for consultants and limitation the reasonable fees and expenses charges for attorneys for disbursements of one counsel to the Indemnified Parties, which attorneys may be employees of the Indemnified PartiesPurchaser) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in Purchaser or any holder of any of the case of Bank One, NA in its capacity as Administrative Agent) Purchased Securities issued hereunder in connection with the preparationenforcement of any rights hereunder, negotiation, execution, delivery, review, amendment, modification, and administration or with respect to any of the Loan Documents. The Borrower also agrees to reimburse the Indemnified PartiesPurchased Securities, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, including without limitation, all reasonable (a) the cost and expenses of preparing and duplicating this Agreement and the Purchased Securities; (b) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Purchased Securities sold to such Purchaser hereunder and any Purchased Securities delivered to such Purchaser in exchange therefor or upon any exchange, or substitution thereof; and (c) recording fees and expenses for attorneys for filing fees and documentary stamp and similar taxes at any time payable in respect of this Agreement or the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees issuance of any of the Indemnified PartiesPurchased Securities. (b) All covenants, agreements, representations, and warranties made herein or in the Issuing Bank Ancillary Agreements or any other document referred to herein or delivered to the Lenders) paid or incurred Purchaser pursuant hereto will be deemed to have been relied on by the Indemnified Parties (whether in their capacity as arrangerPurchaser, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank notwithstanding any investigation made by or any Lender in connection with the collection and enforcement on behalf of the Loan Documents (includingPurchaser, without limitation, any workout)and will survive the Closing. The Borrower further agrees to indemnify the Indemnified PartiesCompany will indemnify, the Issuing Bank defend, and hold harmless each Purchaser, and each Lender and their directorsof Purchaser's partners, stockholders, officers, directors, employees, agents, attorneys and professional advisors representatives, from and against any and all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which Damages incurred by any of them may pay or incur arising out of in any capacity and resulting from or relating to this Agreement, the other Loan Documents, material breach by the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds Company of any Credit Extension hereunder. of its representations, warranties, covenants, or agreements contained in this Agreement or in the Ancillary Agreements or any other document referred to herein or delivered to the Purchaser pursuant hereto. (c) The obligations of the Borrower Company under this Section 10.7 shall 6 will survive transfer of the Purchased Securities and the termination of this Agreement.

Expenses; Indemnification. The (a) Prologis and, in the case of clause (iii) below, each Loan Party (provided the Borrower shall reimburse only be liable for the Indemnified Parties on demand enforcement costs incurred with respect to the Loan Documents to which it is a party, and provided, further, Prologis shall be liable for all enforcement costs incurred with respect to all of the Loan Documents) shall pay within 30 days after written notice from Administrative Agent, (i) all reasonable and documented out-of-pocket costs and expenses of Administrative Agent (including reasonable and documented fees and disbursements of special counsel Milbank LLP and Mori Hamada & Matsumoto, as applicable), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof, internal charges (ii) all reasonable and documented fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses (includingincurred by Administrative Agent and each Lender, without limitation, all including reasonable fees for consultants and reasonable documented fees and expenses disbursements of counsel for attorneys for the Indemnified Parties, which attorneys may be employees Administrative Agent and each of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arrangerLenders, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration enforcement of the Loan Documents. The Borrower also agrees , including the Notes and any other instruments referred to reimburse therein, and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided that the Indemnified Parties, attorneys’ fees and disbursements for which any Loan Party is obligated under this subsection (a)(iii) shall be limited to the Issuing Bank reasonable and documented non-duplicative fees and disbursements of (A) counsel for Administrative Agent and (B) counsel for all of the Lenders for any costsas a group; and provided, internal charges and reasonable out-of-pocket expenses (includingfurther, without limitation, that all reasonable fees other costs and expenses for attorneys which any Loan Party is obligated under this subsection (a)(iii) shall be limited to the reasonable and documented non-duplicative costs and expenses of Administrative Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for the Indemnified Parties, the Issuing Bank Administrative Agent shall mean a single outside law firm representing Administrative Agent and the Lenders, which attorneys may be employees (2) counsel for all of the Indemnified Parties, Lenders as a group shall mean a single outside law firm representing such Lenders as a group (which law firm may or may not be the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as same law firm representing Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents . (including, without limitation, any workout). b) The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank Administrative Agent and each Lender Lender, their respective Affiliates and their the respective directors, officers, employeesagents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any liabilities, agents, attorneys and professional advisors against all losses, claims, damages, penaltiescosts and expenses of any kind (excluding lost profits or other consequential damages), judgmentsincluding the reasonable and documented fees and disbursements of counsel, liabilities which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including at any time following the payment of the Obligations) be asserted against any Indemnitee, as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, or (ii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any Eligible Affiliate, or any Environmental Liability related in any way to the Borrower or any Eligible Affiliate, but in case of either of clause (i) or (ii), excluding those liabilities, losses, damages, costs and reasonable expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, willful misconduct, bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) arising from violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent or any Lender shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower’s obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations.

Expenses; Indemnification. (a) The Borrower Company agrees to pay on the First Closing Date (and in the event of Additional Closings on the date of each Additional Closing) and save the Investors harmless against liability for the payment of any stamp or similar taxes (including interest and penalties, if any) that may be determined to be payable in respect of the execution and delivery of this Agreement, the issue and sale of any Purchased Securities, the expense of preparing and issuing the Purchased Securities, the cost of delivering the Purchased Securities purchased by each Investor to such Investor's home office, insured to such Investor's satisfaction, and the costs and expenses incurred in the preparation of all certificates and letters on behalf of the Company and of the Company's performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with. Each Investor shall reimburse the Indemnified Parties on demand be responsible for any costs, internal charges and reasonable its out-of-pocket expenses (arising in connection with the Contemplated Transactions, including, without limitation, fees and disbursements of counsel to the Investors and due diligence expenses of the Investors. (b) The Company hereby agrees and acknowledges that the Investors have been induced to enter into this Agreement and to purchase the Purchased Securities hereunder, in part, based upon the representations, warranties and covenants of the Company contained herein. The Company hereby agrees to pay, indemnify and hold harmless the Investors and any director, officer or employee of any Investor against all claims, losses and damages resulting from any and all legal or administrative proceedings, including without limitation, reasonable fees for consultants and reasonable attorneys' fees and expenses for attorneys for incurred in connection therewith (collectively, "LOSS"), resulting from a breach by the Indemnified Parties, Company of any representation or warranty of the Company contained herein or the failure of the Company to perform any covenant made herein. (c) As soon as reasonably practicable after receipt by an Investor of notice of any Loss in respect of which attorneys the Company may be employees liable under this Section 5.2, the Investor shall give notice thereof to the Company. Each Investor may, at its option, claim indemnity under this Section 5.2 as soon as a claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as counsel for such Investor shall in good faith determine that such claim is not frivolous and that such Investor may be liable or otherwise incur a Loss as a result thereof and shall give notice of such determination to the Company. Each Investor shall permit the Company, at the Company's option and expense, to assume the defense of any such claim by counsel mutually and reasonably satisfactory to the Company and the Investors who are subject to such claim, and to settle or otherwise dispose of the Indemnified Partiessame; PROVIDED, HOWEVER, that each Investor may at all times participate in such defense at such Investor's expense; and PROVIDED, FURTHER, that the Company shall not, in defense of any such claim, except with the prior written consent of each Investor subject to such claim, (i) paid or incurred consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the Indemnified Parties claimant or plaintiff in question to each Investor and its subsidiaries of a release of all liabilities in respect of such claims, or (ii) consent to any settlement of such claim. If the Company does not promptly assume the defense of such claim irrespective of whether in their capacity such inability is due to the inability of the afore-described Investors and the Company to mutually agree as arrangerto the choice of counsel, oror if any such counsel is unable to represent an investor due to a conflict or potential conflict of interest, in then an Investor may assume such defense and be entitled to indemnification and prompt reimbursement from the case of Bank One, NA in Company for its capacity as Administrative Agent) costs and expenses incurred in connection with the preparationtherewith, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, including without limitation, all reasonable attorneys' fees and expenses. Such fees and expenses for attorneys for shall be reimbursed to the Indemnified Parties, Investors as soon as practicable after submission of invoices to the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementCompany.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including reasonable fees and disbursements of special counsel Marcus & Shapira, LLP), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, internal charges (ii) all reasonable out-of-pocket costs and expenses of PNC in connection with the syndication of the Loans, subject to a maximum reimbursement of $10,000, and, in addition thereto, all reasonable fees and disbursements of special counsel Marcus & Shapira, LLP in connection with the syndication of the Loans, (iii) any reasonable out-of-pocket costs and expenses incurred by Administrative Agent to verify the status of any Property as a Qualifying Unencumbered Property, including, without limitation, any title searches, lien checks and other similar actions, and (iv) if an Event of Default should be continuing, all reasonable out-of-pocket expenses incurred by the Administrative Agent, and each Bank, including reasonable fees and disbursements of counsel for the Administrative Agent, and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent, and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, reasonable costs and reasonable expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, amendment, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The management, use, control, ownership or operation of property or assets by the Borrower also agrees to reimburse or any of the Indemnified PartiesEnvironmental Affiliates, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Borrower or any Lender in connection with Environmental Affiliate involving Materials of Environmental Concern, (iv) the collection and enforcement breach of the Loan Documents (includingany environmental representation or warranty set forth herein, without limitationbut excluding those liabilities, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, wilful misconduct, bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) any liability of such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent, or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower's obligations of the Borrower under this Section 10.7 9.3(b) shall survive the termination of this AgreementAgreement and the payment of the Obligations.

Expenses; Indemnification. The (a) Whether or not the transactions hereby contemplated shall be consummated, Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and reasonable pay all out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees costs and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties(x) paid or Agent incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, reviewadministration, amendment, modificationfiling and recording of, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank (y) Agent and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection amendment (including any waiver or consent) or modification of (including any amendment, waiver, consent or modification at any time requested by Borrower, whether or not same is finalized or executed), any failure of Borrower to perform or observe any provision of, and enforcement of the Loan Documents (includingor preservation of any rights under, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projectsmaking and repayment of the Loans, and the payment of all interest and fees, including, without limitation, (A) the fees and expenses of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel for Agent, and any special or local counsel retained by Agent or Lenders, and with respect to enforcement, the reasonable fees and expenses of counsel for Agent or any Lender, (B) the reasonable fees and expenses of accountants, other consultants, appraisers and other professionals retained by Agent in connection with the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder, and (C) printing, travel, title insurance, mortgage recording, filing, communication and signing taxes and costs. (b) BORROWER AGREES TO PAY, AND TO SAVE AGENT AND LENDERS HARMLESS FROM (X) ALL PRESENT AND FUTURE STAMP, FILING AND OTHER SIMILAR TAXES, FEES OR CHARGES (INCLUDING INTEREST AND PENALTIES, IF ANY), WHICH MAY BE PAYABLE IN CONNECTION WITH THE LOAN DOCUMENTS OR THE ISSUANCE OF THE NOTES OR ANY MODIFICATION OF ANY OF THE FOREGOING, AND (Y) ALL FINDER'S AND BROKER'S FEES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. (c) BORROWER AGREES TO INDEMNIFY, PAY AND HOLD HARMLESS AGENT, EACH LENDER, ANY LENDER ASSIGNEE AND EACH HOLDER OF A NOTE AND THEIR RESPECTIVE PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ALL LIABILITY, LOSSES, DAMAGES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND EXPENSES) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, OR AS A RESULT OF (I) THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE DOCUMENTS OR TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER AND THEREUNDER OR RELATING THERETO; OR (II) ANY CLAIM, ACTION, SUIT, INVESTIGATION OR PROCEEDING (IN EACH CASE, REGARDLESS OF WHETHER OR NOT THE INDEMNIFIED PARTY IS A PARTY THERETO OR TARGET THEREOF) IN ANY WAY RELATING TO BORROWER, ANY PRIMARY OBLIGOR, ANY PORTFOLIO ENTITY, ANY RELATED ENTITY OR SUBSIDIARY OF ANY THEREOF OR ANY COLLATERAL OR ANY AFFILIATE OF BORROWER OR ANY SUBSIDIARY OF ANY SUCH AFFILIATE OR IN ANY WAY RELATING TO ANY OF THE FOREGOING PERSONS OR ANY OTHER LOAN PARTY, OR ANY AFFILIATE OF ANY OF THE FOREGOING IN RESPECT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENT OR TRANSACTION IN CONNECTION HEREWITH OR THEREWITH OR RELATING HERETO OR THERETO; OR (III) ANY ACTUAL OR ALLEGED VIOLATION BY BORROWER, ANY PRIMARY OBLIGOR, ANY PORTFOLIO ENTITY, ANY RELATED ENTITY, ANY LOAN PARTY, ANY AFFILIATE OF ANY OF THE FOREGOING PERSONS OR ANY SUBSIDIARY OF ANY OF THE FOREGOING PERSONS (OR ANY PREDECESSOR IN INTEREST OF ANY OF THEM) OF ANY ENVIRONMENTAL LAW; PROVIDED THAT BORROWER SHALL NOT BE LIABLE TO AN INDEMNIFIED PARTY FOR ANY PORTION OF SUCH LIABILITIES, LOSSES, DAMAGES AND EXPENSES SUSTAINED OR INCURRED AS A DIRECT RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AGENT, ANY LENDER OR SUCH INDEMNIFIED PARTY IF SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS DETERMINED TO HAVE OCCURRED BY A FINAL AND NON-APPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION. The EACH LENDER SHALL ENDEAVOR TO GIVE BORROWER NOTICE OF ANY MATERIAL CLAIM, ACTION, SUIT OR PROCEEDING (IF NOT RESTRICTED BY APPLICABLE LAW, REGULATION OR GOVERNMENT AUTHORITY FROM SO DOING OR UNLESS THE SAME WOULD BE INCONSISTENT WITH A REQUEST FROM A GOVERNMENT AUTHORITY) REFERRED TO IN CLAUSE (II) WHICH HAS BEEN FILED AGAINST SUCH LENDER WITHIN A REASONABLE TIME AFTER THE LOAN OFFICER OF SUCH LENDER WITH RESPONSIBILITY FOR THIS AGREEMENT BECOMES AWARE OF THE SAME, BUT NO FAILURE TO GIVE ANY SUCH NOTICE SHALL AFFECT, OR RELIEVE BORROWER OF, ANY OF BORROWER'S OBLIGATIONS UNDER THIS SECTION 12.3 OR UNDER ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR RESULT IN ANY OBLIGATION OR LIABILITY OF AGENT OR ANY LENDER TO BORROWER OR ANY OTHER PERSON. (d) All obligations of the Borrower under provided for in this Section 10.7 12.3 and Sections 3.4, 3.8, 4.1, 4.2, 4.3, 5.2 and 11.6 shall survive the any termination of this AgreementAgreement and the Commitments and the payment in full of the Obligations.

Expenses; Indemnification. The Borrower shall will from time to time reimburse the Indemnified Parties on Agents promptly following demand for any costs, internal charges and all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and including the reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agentlegal counsel) in connection with (a) the preparationpreparation of the Loan Documents, negotiation, execution, delivery, review, amendment, modification(b) the making of any Loans, and (c) the administration of the Loan Documents. The Borrower also agrees will from to time reimburse the Indemnified Parties, the Issuing Agents and each Bank and the Lenders for any costs, internal charges and reasonable all out-of-pocket expenses (including, without limitation, all including reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenderstheir legal counsel) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents. In addition to the payment of the foregoing expenses, the Borrower hereby agree to indemnify, defend, protect and hold National City Bank, as Administrative Agent, Fortis, as Security Agent, and Fortis, as Structuring Agent, each Bank and any holder of any Note and the officers, directors, employees, agents, Affiliates and attorneys of the Agents, each Bank and such holder (collectively, the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, claims, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature, including reasonable fees and expenses of legal counsel, which may be imposed on, incurred by, or asserted against such Indemnitee by the Borrower or other third parties and arise out of or relate to this Agreement or the other Loan Documents or any other matter whatsoever related to the transactions contemplated by or referred to in this Agreement or the other Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified PartiesLoan, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Revolving Loan Documents, the Projects, the transactions contemplated hereby Commitment or the direct or indirect application or proposed application Borrower’s use of the proceeds of any Credit Extension hereunder. The obligations of Loan); provided, however, that the Borrower under this Section 10.7 shall survive have no obligation to an Indemnitee hereunder to the termination extent that the liability incurred by such Indemnitee has been determined by a court of this Agreementcompetent jurisdiction to be the result of gross negligence or willful misconduct of such Indemnitee.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof Administrative the Agent, without limitation, all reasonable fees for consultants and reasonable including fees and expenses for attorneys disbursements of special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) , in connection with the preparationpreparation of this Agreement, negotiationany waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Bank or any Issuing Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency, workout, restructuring and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent, each Bank and each Issuing Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and reasonable expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which in any of them may pay way relating to or incur arising out of this Agreement or relating any Loans or any Letter of Credit hereunder; provided that no Indemnitee shall have the right to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby be indemnified hereunder for such Indemnitee’s own gross negligence or the direct or indirect application or proposed application willful misconduct as determined by a court of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent or Documentation Agent, as applicable, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Documentation Agent (including, without limitation, reasonable fees and disbursements of special counsel Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇ ), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, internal charges (ii) all reasonable fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses (incurred by the Administrative Agent, Documentation Agent and each Bank, including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys disbursements of counsel for the Indemnified PartiesAdministrative Agent, which attorneys may be employees the Documentation Agent and each of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arrangerBanks, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys' fees and disbursements for which Borrower is obligated under this subsection (includinga)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, without limitation(B) counsel for Documentation Agent and (C) counsel for all of the Banks as a group; and provided, any workout). The further, that all other costs and expenses for which Borrower further agrees is obligated under this subsection (a)(iii) shall be limited to indemnify the Indemnified Parties, the Issuing Bank reasonable non-duplicative costs and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation Administrative Agent and Documentation Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, (2) counsel for Documentation Agent shall mean a single outside law firm representing Documentation Agent (which may or preparation therefor whether or may not such entity is a party theretobe the same law firm representing Administrative Agent) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application and (3) counsel for all of the proceeds Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing either or both of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAdministrative Agent or Documentation Agent).

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and reasonable including fees and expenses for attorneys disbursements of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Indemnified PartiesAgents, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesthis Agreement, the Issuing Bank any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and the Lenders for any costs(ii) if an Event of Default occurs, internal charges and reasonable all out-of-pocket expenses incurred by each Agent and Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify each Agent and Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of (i) any actual or relating to proposed use of the Letter of Credit hereunder or (ii) any actual or alleged Default under this Agreement or any actual or alleged untruth or inaccuracy of any representation or warranty made by the Borrower in or in connection with this Agreement, ; provided that no Indemnitee shall have the other Loan Documents, the Projects, the transactions contemplated hereby right to be indemnified hereunder for such Indemnitee's own gross negligence or the direct or indirect application or proposed application willful misconduct as finally determined by a court of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. (i) The Borrower shall reimburse the Indemnified Parties on demand Agent and the Arranger for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and reasonable attorneys’ fees and expenses for time charges of attorneys for the Indemnified PartiesAgent, which attorneys may be employees of the Indemnified PartiesAgent) reasonably incurred or paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in Agent or the case of Bank One, NA in its capacity as Administrative Agent) Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified PartiesAgent, the Issuing Bank Arranger, the LC Issuer and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and expenses for time charges of attorneys for the Indemnified PartiesAgent, the Issuing Bank Arranger, the LC Issuer and the Lenders, which attorneys may be employees of the Indemnified PartiesAgent, the Issuing Bank Arranger, the LC Issuer or the Lenders) reasonably incurred or paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Arranger, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents Documents. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Indemnified PartiesAgent, the Issuing Bank Arranger, the LC Issuer and each Lender Lender, their respective affiliates, and each of their directors, officers, employees, agents, attorneys officers and professional advisors employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor whether or not such entity the Agent, the Arranger, the LC Issuer or any Lender or any affiliate is a party thereto) which any of them may reasonably incur or pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunderhereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrower under this Section 10.7 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Indemnified Parties on demand Agent and the Arrangers for any costs, internal charges and reasonable out-of-pocket expenses (including reasonable outside attorneys’ and paralegals’ fees and expenses of and fees for other advisors and professionals engaged by the Agent or the Arrangers and, unless a Default shall be continuing, with the consent of the Borrower and any IntraLinks and CUSIP charges), but excluding any costs, charges or expenses with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), paid or incurred by the Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for via the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliveryinternet), review, amendment, modificationwaiver, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified PartiesAgent, the Issuing Bank Arrangers, the LC Issuers and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable including outside attorneys’ and paralegals’ fees and expenses for of outside attorneys and paralegals for the Indemnified PartiesAgent, the Issuing Bank Arrangers, the LC Issuers and the Lenders, but only to the extent such fees and disbursements were incurred by attorneys in a single law firm (and any replacement or successor firm thereof) selected by the Agent), but excluding any costs, charges or expenses with respect to taxes and amounts relating thereto (payment with respect to which attorneys may shall be employees of the Indemnified Partiesgoverned solely and exclusively by Section 3.5), the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Arrangers, any LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents Documents. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Indemnified PartiesAgent, the Issuing Bank Arrangers, each LC Issuer, each Lender, their respective affiliates, and each Lender and of their respective directors, officers, employees, agentstrustees, attorneys investment advisors, attorneys, advisors and professional advisors agents of such person against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity the Agent, the Arrangers, any LC Issuer, any Lender or any affiliate is a party thereto) , and all outside attorneys’ and paralegals’ fees and expenses of outside attorneys and paralegals of the party seeking indemnification), but excluding any losses, claims, damages, penalties, judgments, liabilities and expenses with respect to taxes and amounts related thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunderhereunder except to the extent determined by a court by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the party seeking indemnification or by a material breach of the express obligations of the party seeking indemnification under this Agreement pursuant to a claim made by the Borrower. The obligations of the Borrower under this Section 10.7 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and reasonable pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by each Bank Party, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify each Bank Party, its respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and 80 against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Loan Documents or any actual or proposed use of any Letter of Credit or any proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by final judgment of a court of competent jurisdiction. (c) The Borrower hereby indemnifies each Indemnitee from and against and agrees to hold each of them harmless from any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, all reasonable fees for expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees disbursements of the Indemnified Partiescounsel) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, orof any Indemnitee arising out of, in the case respect of Bank One, NA in its capacity as Administrative Agent) or in connection with any and all Environmental Liabilities. Without limiting the preparation, negotiation, execution, delivery, review, amendment, modification, and administration generality of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesforegoing, the Issuing Bank and the Lenders Borrower hereby waives all rights for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank contribution or any Lender in connection other rights of recovery with the collection and enforcement of the Loan Documents (includingrespect to liabilities, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses of litigation arising under or preparation therefor whether related to Environmental Laws that it might have by statute or not such entity is a party thereto) which otherwise against any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementIndemnitee.

Expenses; Indemnification. The Borrower Whirlpool shall reimburse the Indemnified Parties on demand Administrative Agent for any reasonable and documented costs, internal charges and reasonable out-of-pocket expenses (includingincluding reasonable and documented attorneys’ fees, without limitation, all reasonable fees but only for consultants a single outside counsel and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Partiesany necessary local counsel) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) Agent in connection with the preparation, negotiationnegotiation review, execution, delivery, review, amendment, modification, modification and administration of the Loan Documents. The Borrower Whirlpool also agrees to reimburse the Indemnified Parties, the Issuing Bank Administrative Agent and the Lenders for any reasonable and documented costs, internal charges and reasonable out-of-pocket expenses (includingincluding reasonable and documented attorneys’ fees but only for a single outside counsel (and, without limitationin the case that there is a conflict between the Administrative Agent and any Lender, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and or between any of the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lendersone counsel for each conflicting Lender) and any necessary local counsel) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout)Documents. The Borrower Whirlpool further agrees to indemnify the Indemnified PartiesAdministrative Agent, the Issuing Bank each Arranger and each Lender and each of their respective directors, officers, employeesaffiliates, agentsagents and employees (each an “Indemnified Person”), attorneys and professional advisors excluding Taxes which shall be governed by Section 3.01 of this Credit Agreement, against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity the Administrative Agent, a Lender or any other Indemnified Person is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension Loan hereunder; provided, however, that Whirlpool shall not be liable to any Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or expense (x) resulting from such Indemnified Person’s (or any of its Related Parties’) gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment, (ii) resulting from a successful claim brought by Whirlpool against an Indemnified Person or any of its Related Parties for breach in bad faith of such Indemnified Person’s (or such Related Party’s) obligations hereunder or under any other Loan Document or (iii) resulting from a dispute among Indemnified Persons not involving any action on the part of Whirlpool (other than a claim against the Administrative Agent in its capacity as such). This Section 10.06 shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim. The obligations of the Borrower Whirlpool under this Section 10.7 10.06 shall survive the termination of this Credit Agreement.

Expenses; Indemnification. The (a) Borrower shall reimburse the Indemnified Parties agrees to pay on demand for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees costs and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) Agent in connection with the syndication, preparation, negotiation, execution, delivery, review, amendmentadministration, modification, and administration amendment of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, and the Projectsother documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for Agent (including the cost of internal counsel) with respect thereto and with respect to advising Agent as to its rights and responsibilities under the Loan Documents. Borrower further agrees to pay on demand all costs and expenses of Agent and Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Documents and the other documents to be delivered hereunder. (b) Borrower agrees to indemnify and hold harmless Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT and except to the extent that such claim, damage, loss, liability, cost, or expense arises in a suit by one Lender against another Lender in each case solely in its capacity as a "Lender" hereunder and not in its capacity as Agent or Issuing Bank. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.11 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby or are consummated. (c) Without prejudice to the direct or indirect application or proposed application of the proceeds survival of any Credit Extension other agreement of Borrower hereunder. The , the agreements and obligations of the Borrower under contained in this Section 10.7 9.11 shall survive the termination payment in full of the Loans and all other amounts payable under this Agreement.

Expenses; Indemnification. (a) The Borrower Company shall reimburse pay (i) the Indemnified Parties fees and disbursements of special counsel for the Operating Agents incurred on demand for any costsor prior to the Effective Date in connection with the preparation of this Agreement, internal charges and reasonable (ii) all out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in Operating Agents after the Effective Date, including fees and disbursements of their capacity as arrangerspecial counsel, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparationclosing hereunder, negotiationpost-closing distribution of documents and any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (iii) if an Event of Default occurs, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable all out-of-pocket expenses incurred by either Operating Agent (including fees and disbursements of their respective special counsel) in connection with such Event of Default and by each Operating Agent and each Lender, including (without duplication) the fees and disbursements of counsel (including allocated costs of internal counsel), in connection with collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify each Agent, each Arranger and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of the Acquisition, this Agreement or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application any actual or proposed application use of the proceeds of any Credit Extension Loans hereunder. The obligations ; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Syndication Agent (including reasonable fees and disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, internal charges (ii) all reasonable fees and disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP in connection with the syndication of the Loans and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank (the Administrative Agent shall promptly submit any expenses of any of the Banks to Borrower for reimbursement), including fees and disbursements of counsel for the Administrative Agent and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; PROVIDED, HOWEVER, that the attorneys' fees and disbursements for which Borrower is obligated under this subsection (a) (iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the Banks as a group; and PROVIDED, FURTHER, that all other 121 costs and expenses for which Borrower is obligated under this subsection (a) (iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing either or both of Administrative Agent and/or Syndication Agent). (b) The Borrower agrees to indemnify the Syndication Agent, the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower, amendmentEQR or the Environmental Affiliates of any applicable Environmental Law, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The Borrower also agrees to reimburse management, use, control, ownership or operation of property or assets by the Indemnified PartiesBorrower, EQR or any of the Issuing Bank and the Lenders for any costsEnvironmental Affiliates, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Borrower or any Lender in connection with Environmental Affiliate involving Materials of Environmental Concern, (iv) the collection and enforcement breach of the Loan Documents (includingany environmental representation or warranty set forth herein, without limitationbut excluding those liabilities, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, wilful misconduct, bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of 122 such Property or (d) any liability of such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent, Syndication Agent or any Bank shall be solely in his or her respective capacity as such director, officer, agent or employee. The Borrower's obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations.

Expenses; Indemnification. The Borrower Company shall reimburse pay, upon demand by the Indemnified Parties on demand for Majority Holder Designee or any costsHolder party hereto and their respective Affiliates, internal charges in connection with the preparation, implementation, registration, initial syndication, administration and enforcement of this Agreement and the other Note Documents: (a) all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Majority Holder Designee, the Trustee, the Collateral Agent, the Holders party hereto and their respective Affiliates (the “Reimbursed Parties”), including the reasonable fees, charges and disbursements of counsel for the Reimbursed Parties (whether in their capacity as arranger, orwhich, in the case of Bank Onecounsel, NA shall be limited to (i) one such primary counsel for the Trustee, the Collateral Agent and theirs Affiliates and additional local counsel in its capacity the Province of Alberta and (ii) one such primary counsel for the Majority Holder Designee and the Holders party hereto and their respective Affiliates (and, if the Majority Holder Designee is not an Affiliate of any Holder party hereto, one such additional primary counsel for the Majority Holder Designee), additional local counsel in the Province of Alberta and, in the case of conflict, one additional primary counsel (and, if reasonably necessary, local counsel) for all such similarly situated Persons) to the extent necessary as Administrative Agent) determined by any Reimbursed Party, other outside consultants for any of such Reimbursed Parties, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental assessments and audits and surveys and appraisals, in connection with closing of the transactions contemplated herein, the preparation, negotiation, execution, delivery, review, amendment, modification, delivery and administration (both before and after the execution hereof and including advice of counsel to any such Reimbursed Parties as to the Loan Documents. The Borrower also agrees rights and duties of such Reimbursed Parties with respect thereto) of this Agreement and the other Note Documents and any amendments, modifications or waivers of or consents related to reimburse the Indemnified Partiesprovisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); (b) all out-of-pocket costs, expenses, Taxes (other than Excluded Taxes), assessments and other charges incurred by any Reimbursed Party in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, the Issuing Bank and the Lenders for Indenture or any costs, internal charges and reasonable Security Document or any other document referred to therein; (c) all out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by any Reimbursed Party, including the Indemnified Parties (whether in their capacity as arrangerfees, or, in the case charges and disbursements of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender external counsel for each Reimbursed Party in connection with the collection and enforcement or protection of the Loan Documents (includingits rights in connection with this Agreement or any other Note Document, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower including its rights under this Section 10.7 4(c), including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Notes; and (d) all reasonable costs and expenses incurred as a result of any failure by the Company or any Subsidiary to perform or observe its obligations contained in this Agreement or any of the other Note Documents to be delivered hereunder. Any such costs and expenses remaining unpaid after demand shall bear interest at the Default Rate. This Section 4 shall survive repayment of the Obligations and termination of the Indenture and this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and disbursements of special counsel Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, internal charges (ii) all reasonable fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including, without limitation, fees and disbursements of counsel for the Administrative Agent and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys’ fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non- duplicative fees and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing Administrative Agent). (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, amendment, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The management, use, control, ownership or operation of property or assets by the Borrower also agrees to reimburse or any of the Indemnified PartiesEnvironmental Affiliates, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Borrower or any Lender in connection with Environmental Affiliate involving Materials of Environmental Concern, (iv) the collection and enforcement breach of the Loan Documents (includingany environmental representation or warranty set forth herein, without limitationbut excluding those liabilities, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, willful misconduct bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) arising from violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower’s obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations. Without limitation of the other provisions of this Section 9.3, Borrower shall indemnify and hold each of the Administrative Agent and the Banks free and harmless from and against all loss, costs (including reasonable attorneys’ fees and expenses), expenses, taxes, and damages (including consequential damages) that the Administrative Agent and the Banks may suffer or incur by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agent’s reasonable judgment by reason of the inaccuracy of the representations and warranties, or a breach of the provisions, set forth in Section 4.6(b).

Expenses; Indemnification. The (a) Each Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) its Appropriate Share of all reasonable out-of-pocket expenses (includingof the Administrative Agent and the Sustainability Structuring Agent, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of one special counsel for the Indemnified PartiesAdministrative Agent and the Sustainability Structuring Agent, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparationpreparation of this Agreement, negotiationany waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to such Borrower hereunder and (ii) if an Event of Default with respect to such Borrower occurs, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Sustainability Structuring Agent or any Lender, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) Each Borrower agrees to indemnify each Agent, the Sustainability Structuring Agent, each Lender (including each Issuing Lender), and the respective Related Parties of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, penalties, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses disbursements of one counsel for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity all Indemnitees taken as arranger, ora whole and, in the case of Bank Oneany actual or potential conflict of interest, NAone additional counsel to each group of affected Indemnitees similarly situated taken as a whole, in its capacity as Administrative Agent), the Issuing Bank which may be incurred by such Indemnitee arising out of or any Lender in connection with any claim, litigation, investigation or proceeding (whether or not such Indemnitee shall be designated a party thereto) relating to or arising out of this Agreement, or any actual or proposed use of proceeds of Loans or Letters of Credit hereunder (including any refusal by an Issuing Lender to honor a demand for payment under a Letter of Credit if the collection and enforcement documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), in each case to the Loan Documents (including, without limitation, extent of such B▇▇▇▇▇▇▇’s Appropriate Share; provided that no Indemnitee shall have the right to be indemnified hereunder for such I▇▇▇▇▇▇▇▇▇’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction. This Section shall not apply to Taxes other than any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all Taxes that represent losses, claims, damages, penaltiesetc. arising from any non-Tax claim. (c) To the fullest extent permitted by Applicable Law, judgmentseach Borrower shall not assert, liabilities and reasonable expenses hereby waives, any claim against each Agent, the Sustainability Structuring Agent, each Lender (includingincluding any Issuing Lender), without limitationand the respective Related Parties of the foregoing (each a “Lender-Related Party”), all expenses on any theory of litigation liability, for special, indirect, consequential or preparation therefor whether punitive damages (as opposed to direct or not such entity is a party theretoactual damages) which any of them may pay or incur arising out of of, in connection with, or relating to as a result of, this Agreement, the other Loan Documents, the Projectsor any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the direct or indirect application or proposed application use of the proceeds thereof. No Lender-Related Party shall be liable for any damages arising from the use by unintended recipients of any Credit Extension hereunder. The obligations of information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the Borrower under this Section 10.7 shall survive the termination of this Agreementtransactions contemplated hereby or thereby.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and disbursements of special counsel Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇ ), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, internal charges (ii) all reasonable fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including, without limitation, fees and disbursements of counsel for the Administrative Agent and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys' fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing Administrative Agent). (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, amendment, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The management, use, control, ownership or operation of property or assets by the Borrower also agrees to reimburse or any of the Indemnified PartiesEnvi- ronmental Affiliates, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Borrower or any Lender in connection with Environmental Affiliate involving Materials of Environmental Concern, (iv) the collection and enforcement breach of the Loan Documents (includingany environmental representation or warranty set forth herein, without limitationbut excluding those liabilities, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, willful misconduct bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) arising from violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower's obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations. Without limitation of the other provisions of this Section 9.3, Borrower shall indemnify and hold each of the Administrative Agent and the Banks free and harmless from and against all loss, costs (including reasonable attorneys' fees and expenses), expenses, taxes, and damages (including consequential damages) that the Administrative Agent and the Banks may suffer or incur by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agent's reasonable judgment by reason of the inaccuracy of the representations and warranties, or a breach of the provisions, set forth in Section 4.6(b).

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, orAdministrative Agent, in connection with any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, (ii) all fees, as described in the case of Bank OneFee Letters, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modificationpreparation of this Agreement, and administration (iii) if an Event of the Loan Documents. The Borrower also agrees to reimburse the Indemnified PartiesDefault occurs, the Issuing Bank and the Lenders for any costs, internal charges and reasonable all out-of-pocket expenses incurred by each Agent and Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. To the extent practicable, the Administrative Agent or Bank, as the case may be, shall give the Borrowers prior notice of the incurrence of any expenses described in this subsection (a); provided, however, that the failure to give such notice shall not affect the obligation of the Borrowers to pay such Administrative Agent or Bank the amount or amounts due pursuant to subsection (a) with respect to such expenses. (b) Each Borrower agrees to indemnify and hold harmless each Agent and each Bank and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent and each Bank (each, an “Indemnitee”) from and against any and all liabilities, losses, damages, costs, penalties paid to third parties and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay relating to or incur arising out of this Agreement or relating any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for its own bad faith, gross negligence, willful misconduct or for its material breach of its obligations under this Agreement, as determined by a court of competent jurisdiction. (c) To the other Loan Documentsextent permitted by applicable law, neither Borrower shall assert, and each Borrower hereby waives, any claim against each Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the Projectsclaim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Note or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the direct or indirect application or proposed application use of the proceeds of thereof or any Credit Extension hereunder. The obligations of the act or omission or event occurring in connection therewith, and each Borrower under this Section 10.7 shall survive the termination of this Agreementhereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and reasonable including fees and expenses for attorneys disbursements of special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) , in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesthis Agreement, the Issuing Bank any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and the Lenders for any costs(ii) if an Event of Default occurs, internal charges and all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify each Agent and Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct or a breach of an express obligation under this Agreement as determined by a final, non-appealable judgment of a court of competent jurisdiction. (c) Each party hereto waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding relating to this Agreement any special, exemplary, punitive, indirect or consequential damages; provided that nothing contained in this sentence shall relieve the Company of any indemnity obligation it may have under subsection (b) above with respect to special, exemplary, punitive, indirect or consequential damages which are required to be paid by any Indemnitee to any Person that is not (i) a party to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby (ii) a Participant or the direct or indirect application or proposed application of the proceeds (iii) an Affiliate of any Credit Extension hereunder. The obligations of the Borrower under party to this Section 10.7 shall survive the termination of this AgreementAgreement or a Participant.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of one special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) , in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesthis Agreement, the Issuing Bank any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and the Lenders for any costs(ii) if an Event of Default occurs, internal charges and reasonable all out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties Administrative Agent and each Lender, including (whether in their capacity as arrangerwithout duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection such Event of Default and collection, bankruptcy, insolvency and other enforcement of the Loan Documents proceedings resulting therefrom. (including, without limitation, any workout). b) The Borrower further agrees to indemnify the Indemnified PartiesAdministrative Agent, the Issuing Bank Lead Arranger and each Lender Lender, their respective affiliates and their the respective directors, officers, employeesagents and employees of each of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, agents, attorneys and professional advisors against all losses, claims, damages, penaltiescosts and expenses of any kind, judgments, liabilities and reasonable expenses (including, without limitation, all expenses the reasonable fees and disbursements of litigation counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or preparation therefor judicial proceeding (whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of this Agreement, any actual or relating proposed use of proceeds of Loans hereunder or the transactions contemplated hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence, bad faith or willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. (c) This Section 9.03 shall survive any termination of this Agreement, the other Loan Documentstermination or assignment of the Commitments and the repayment of all outstanding Loans. (d) To the fullest extent permitted by applicable law, the ProjectsBorrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the direct or indirect application or proposed application use of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreementthereof.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) , in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesthis Agreement, the Issuing Bank any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and the Lenders for any costs(ii) if an Event of Default occurs, internal charges and all reasonable out-of-pocket expenses incurred by each Bank Party, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify each Bank Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of this Agreement or relating any actual or proposed use of any Letter of Credit or any proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction. (c) The Borrower hereby indemnifies each Indemnitee from and against and agrees to hold each of them harmless from any and all liabilities, losses, damages, costs and expenses of any kind (including without limitation reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) of such Indemnitee arising out of, in respect of or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing (except as provided in the proviso at the end of this Agreementsentence), the Borrower hereby waives all rights for contribution or any other Loan Documentsrights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental Laws that it might have by statute or otherwise against each Indemnitee; PROVIDED that no Indemnitee shall have the Projects, the transactions contemplated hereby right to be indemnified hereunder for such Indemnitee's own gross negligence or the direct or indirect application or proposed application willful misconduct as determined by a court of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the other Credit Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Agent (including the cost of internal counsel) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Credit Documents. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Credit Documents and the other documents to be delivered hereunder. (b) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities, costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys attorneys' fees) that may be employees of the Indemnified Parties) paid or incurred by the or asserted or awarded against any Indemnified Parties (whether in their capacity as arranger, orParty, in the each case arising out of Bank One, NA in its capacity as Administrative Agent) or in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration or by reason of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Indemnified PartiesCredit Documents, the Issuing Bank and the Lenders, which attorneys may be employees any of the Indemnified Parties, the Issuing Bank transactions contemplated herein or the Lenders) paid actual or incurred proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by the a court of competent jurisdiction to have resulted from such Indemnified Parties (whether in their capacity as arranger, or, in Party's gross negligence or willful misconduct. In the case of Bank Onean investigation, NAlitigation or other proceeding to which the indemnity in this Section 11.5 applies, in such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its capacity as Administrative Agent)directors, the Issuing Bank shareholders or creditors or an Indemnified Party or any Lender in connection with other Person or any Indemnified Party is otherwise a party thereto and whether or not the collection and enforcement of the Loan Documents (including, without limitation, any workout)transactions contemplated hereby are consummated. The Borrower further agrees not to indemnify assert any claim against the Indemnified PartiesAgent, the Issuing Bank and each Lender and any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, attorneys and professional advisors against all lossesadvisers, claimson any theory of liability, damagesfor special, penaltiesindirect, judgmentsconsequential, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur punitive damages arising out of or otherwise relating to this Agreement, the other Loan Credit Documents, the Projects, any of the transactions contemplated hereby herein or the direct or indirect application actual or proposed application use of the proceeds of the Loans. (c) Without prejudice to the survival of any Credit Extension other agreement of the Borrower hereunder. The , the agreements and obligations of the Borrower under contained in this Section 10.7 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreementthe Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties agrees to pay on demand all costs and expenses of the Agent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the other Credit Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Agent (including the cost of internal counsel) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Credit Documents. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Credit Documents and the other documents to be delivered hereunder. (b) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys attorneys' fees) that may be employees of the Indemnified Parties) paid or incurred by the or asserted or awarded against any Indemnified Parties (whether in their capacity as arranger, orParty, in the each case arising out of Bank One, NA in its capacity as Administrative Agent) or in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration or by reason of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for in connection with any 91 investigation, litigation, or proceeding or preparation of defense in connection therewith) the Indemnified PartiesCredit Documents, the Issuing Bank and the Lenders, which attorneys may be employees any of the Indemnified Parties, the Issuing Bank transactions contemplated herein or the Lenders) paid actual or incurred proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by the a court of competent jurisdiction to have resulted from such Indemnified Parties (whether in their capacity as arranger, or, in Party's gross negligence or willful misconduct. In the case of Bank Onean investigation, NAlitigation or other proceeding to which the indemnity in this Section 11.5 applies, in such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its capacity as Administrative Agent)directors, the Issuing Bank shareholders or creditors or an Indemnified Party or any Lender in connection with other Person or any Indemnified Party is otherwise a party thereto and whether or not the collection and enforcement of the Loan Documents (including, without limitation, any workout)transactions contemplated hereby are consummated. The Borrower further agrees not to indemnify assert any claim against the Indemnified PartiesAgent, the Issuing Bank and each Lender and any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, attorneys and professional advisors against all lossesadvisers, claimson any theory of liability, damagesfor special, penaltiesindirect, judgmentsconsequential, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur punitive damages arising out of or otherwise relating to this Agreement, the other Loan Credit Documents, the Projects, any of the transactions contemplated hereby herein or the direct or indirect application actual or proposed application use of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementLoans.

Expenses; Indemnification. (a) The Borrower Company shall reimburse pay (i) the Indemnified Parties fees and disbursements of special counsel for the Documentation Agent incurred on demand for any costsor prior to the Effective Date in connection with the preparation of this 56 57 Agreement, internal charges and reasonable (ii) all out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arrangerDocumentation Agent after the Effective Date, orincluding fees and disbursements of its special counsel, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparationclosing hereunder, negotiationpost-closing distribution of documents and any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (iii) if an Event of Default occurs, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable all out-of-pocket expenses incurred by each Agent (including fees and disbursements of their respective special counsel) in connection with such Event of Default and by each Agent and each Lender, including (without duplication) the fees and disbursements of counsel (including allocated costs of internal counsel), in connection with collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify each Agent, each Arranger and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of the Tender Offer, this Agreement or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application any actual or proposed application use of the proceeds of any Credit Extension Loans hereunder. The obligations ; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. The Borrower Whether or not the transactions contemplated hereby shall reimburse be consummated, the Indemnified Parties on demand for any costs, internal charges Borrowers jointly and severally agree to pay promptly (i) all the actual and reasonable out-costs and expenses of the Agent, including the reasonable fees, expenses and disbursements of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agent, Ernst & Young, O'Melveny & ▇▇▇▇▇ LLP and ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ in connection with the negotiation, preparation and execution of the Loan Documents; (ii) all the costs of furnishing all opinions by counsel for the Borrowers (including any opinions requested by the Agent as to any legal matters arising hereunder) and of each Borrower's performance of and compliance with all agreements and conditions on its part to be performed or complied with under this Agreement and the other Loan Documents including with respect to confirming compliance with environmental and insurance requirements; (iii) the reasonable fees, expenses and disbursements of counsel to the Agent (including allocated costs of internal counsel) and the reasonable fees of a financial advisor providing services and advice to the Agent in connection with the administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby and any other documents or matters requested by the Borrowers; (iv) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Agent on behalf of Lenders pursuant to any Collateral Document, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums, and reasonable fees, expenses and disbursements of counsel to the Agent and of counsel providing any opinions that the Agent may reasonably request in respect of the Collateral Documents or the Liens created pursuant thereto; (v) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any auditors, accountants or appraisers and any environmental or other consultants, advisors and agents employed or retained by the Agent and its counsel) of obtaining and reviewing information regarding the Collateral; (vi) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any consultants, advisors and agents employed or retained by the Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (vii) all other actual and reasonable costs and expenses incurred by the Agent in connection with the syndication of the Commitments; and (viii) after the occurrence and during the continuance of a Default, all costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel) and costs of settlement, incurred by the Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Borrower hereunder or under the other Loan Documents by reason of such Default (including in connection with the sale of-pocket , collection from, or other realization upon any of the Collateral). Without limiting the generality of the foregoing, if, at any time or times, regardless of the existence of a Default, the Agent or any Lender shall incur reasonable expenses itself or employ counsel or other professional advisors, including, but not limited to, environmental, financial and management consultants, for advice or other representation or shall incur legal, appraisal, accounting, consulting or other reasonable costs and expenses in connection with actions or claims asserted against the Agent or such Lender in respect of: (i) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the Agent, any Lender, any Borrower or any other Person) in any way relating to the Collateral, any of the Loan Documents, or any other agreements to be executed or delivered in connection therewith or herewith, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case or proceeding commenced by or against any Borrower or any other Person that may be obligated to the Agent or any Lender by virtue of the Loan Documents, under the Bankruptcy Code, or any other applicable Federal, state, or foreign bankruptcy or other similar law; (ii) any attempt to enforce any rights or remedies of the Agent or any Lender against any Borrower, or any other Person that may be obligated to the Agent or any Lender by virtue of being a party to any of the Loan Documents; (iii) any attempt to appraise, inspect, verify, protect, collect, sell, liquidate or otherwise dispose of the Collateral, including without limitation, obtaining and reviewing any reports provided for under SECTION 4.1; or (iv) any Chapter 11 Case and any Canadian Case (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred on-going monitoring by the Indemnified Parties (whether in their capacity as arrangerAgent of any Chapter 11 Case and any Canadian Case, or, in including attendance by the case of Bank One, NA in Agent and its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank counsel at hearings or other proceedings and the Lenders for on-going review of documents filed with a U.S. Court or a Canadian Court in respect thereof) and the Agent's and the Lenders' interests with respect to any costs, internal charges and reasonable out-of-pocket expenses Borrower (including, without limitation, all the on-going review of any Borrower's business, assets, operations, prospects or financial condition as the Agent shall deem necessary), the Collateral or the Obligations (but only to the extent relating to the Loan Documents and the Obligations); then, and in any such event, the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether Agent and such attorneys and other professional advisors and consultants arising from such services, including those of any appellate proceedings, and all reasonable expenses, costs, charges and other fees incurred by such counsel or other professionals in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank any way or any Lender respect arising in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to any of the events or actions described in this AgreementSECTION 10.7 shall be payable, on demand and presentation of a reasonably detailed invoice, by the Borrowers to the Agent and shall be additional Obligations secured under the Collateral Documents and the other Loan Documents, . Any fees and expenses payable pursuant to this SECTION 10.7 shall be paid without the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds necessity of any Credit Extension hereunder. The obligations of court approval or application by the Borrower under this Section 10.7 shall survive the termination of this Agreement.Agent or any Lender, unless otherwise

Expenses; Indemnification. The Borrower shall agrees upon demand to pay or reimburse the Indemnified Parties on demand Lender for any costsall liabilities, internal charges obligations and reasonable out-of-pocket expenses, including reasonable fees and expenses of counsel for Lender, from time to time arising in connection with the enforcement or collection of sums due under the Operative Documents. Borrower shall indemnify, reimburse and hold Lender, each of Lender's general partners, and each of their respective successors, assigns, agents, officers, directors, shareholders, servants, agents and employees harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (includingincluding claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (including reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower's property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a "Claim"), directly or indirectly relating to or arising out of the use of the proceeds of the Loan or otherwise, the falsity of any representation or warranty of Borrower or Borrower's failure to comply with the terms of this Agreement or any other Operative Document during the Term. The foregoing indemnity shall cover, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties(i) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) any Claim in connection with a design or other defect (latent or patent) in any item of equipment included in the preparationCollateral, negotiation(ii) any Claim for infringement of any patent, executioncopyright, deliverytrademark or other intellectual property right, review(iii) any Claim resulting from the presence on or under or the escape, amendmentseepage, modificationleakage, spillage, discharge, emission or release of any Hazardous Materials on the premises of Borrower, including any Claims asserted or arising under any Environmental Law, or (iv) any Claim for negligence or strict or absolute liability in tort; provided, however, that Borrower shall not indemnify Lender for any liability to the extent incurred by Lender as a result of Lender's gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender's written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and administration each of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiestheir respective, the Issuing Bank and the Lenders for any costsagents, internal charges and reasonable out-of-pocket expenses (includingemployees, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employeesshareholders, agents, attorneys successors and professional advisors assigns against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under indemnified Claim described in this Section 10.7 shall survive the termination of this Agreement10.

Expenses; Indemnification. The Borrower shall reimburse agrees to pay promptly: (a) the Indemnified Parties on demand for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys of Dorsey & Whitney LLP, special l▇▇▇▇ ▇oun▇▇▇ ▇▇ the Administrative Agent and legal counsel to First Bank in connection with the negotiation, preparation, approval, execution and delivery of this Agreement; (b) the reasonable fees and expenses of counsel for the Indemnified PartiesAdministrative Agent in connection with any amendment, which attorneys may be employees modification or waiver of any of the Indemnified Partiesterms of any Loan Document; (c) paid or incurred by all reasonable costs and expenses of the Indemnified Parties Administrative Agent and each Lender (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agentincluding reasonable counsels' fees) in connection with the preparationenforcement (whether through negotiations, negotiationlegal proceedings or otherwise) of this Agreement, execution, delivery, review, amendment, modification, the Notes and administration of the other Loan Documents; and (d) a fee in the amount of $1,250 payable to each Lender for each amendment to this Agreement or other Loan Document (counting all amendments made concurrently as a single amendment) in excess of two made during any period of 365 days. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further hereby agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender Lenders and their directors, officers, employees, agents, attorneys agents and professional advisors employees from and hold each of them harmless against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them arising out of or by reason of (i) any investigation, penaltieslitigation or other proceedings related to any use made or proposed to be made by the Borrower of the proceeds of the Servicing Advances, judgmentsthe Warehousing Advances, liabilities the Warehousing Swing Line Advances, the Working Capital Advances, the Working Capital Swing Line Advances or the Discretionary Advances or the operations of the Borrower's business, or (ii) any claim brought against the Administrative Agent or any Lender by any Investor or other Person relating to the Servicing Contracts and reasonable expenses (the Servicing Rights, whether by reason of the indemnity provisions of any Acknowledgement Agreement or otherwise, including, without limitation, all expenses with respect to clauses (i) and (ii) above, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or preparation therefor whether other proceedings (but excluding any such losses, liabilities, claims, damages or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application expenses incurred by reason of the proceeds of any Credit Extension hereunder. The obligations gross negligence or willful misconduct of the Borrower under this Section 10.7 shall survive the termination of this AgreementPerson to be indemnified).

Expenses; Indemnification. The (a) Whether or not the transactions hereby contemplated shall be consummated, the Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and reasonable pay all out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees costs and expenses for attorneys for of (x) the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or Agent incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, reviewadministration, amendment, modificationfiling and recording of, and administration of (y) the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank Agent and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection amendment (including any waiver or consent) or modification of (including any amendment, waiver, consent or modification at any time requested by the Borrower, whether or not same is finalized or executed), any failure of Borrower to perform or observe any provision of, and enforcement of the Loan Documents (includingor preservation of any rights under, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projectsmaking and repayment of the Loans, and the payment of all interest and fees, including, without limitation, (A) the fees and expenses of Sullivan & Worcester LLP, counsel for the Agent, and any special or ▇▇▇▇▇ ▇▇unsel retained by the Agent or the Lenders, and with respect to enforcement, the reasonable fees and expenses of counsel for the Agent or any Lender, (B) the reasonable fees and expenses of accountants, other consultants, appraisers and other professionals retained by the Agent in connection with the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder, and (C) printing, travel, title insurance, mortgage recording, filing, communication and signing taxes and costs. (b) THE BORROWER AGREES TO PAY, AND TO SAVE THE AGENT AND THE LENDERS HARMLESS FROM (x) ALL PRESENT AND FUTURE STAMP, FILING AND OTHER SIMILAR TAXES, FEES OR CHARGES (INCLUDING INTEREST AND PENALTIES, IF ANY), WHICH MAY BE PAYABLE IN CONNECTION WITH THE LOAN DOCUMENTS OR THE ISSUANCE OF THE NOTES OR ANY MODIFICATION OF ANY OF THE FOREGOING, AND (y) ALL FINDER'S AND BROKER'S FEES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. (c) THE BORROWER AGREES TO INDEMNIFY, PAY AND HOLD HARMLESS THE AGENT, EACH LENDER, ANY LENDER ASSIGNEE AND EACH HOLDER OF A NOTE AND THEIR RESPECTIVE PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ALL LIABILITY, LOSSES, DAMAGES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND EXPENSES) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, OR AS A RESULT OF (I) THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE DOCUMENTS OR TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER AND THEREUNDER OR RELATING THERETO; OR (II) ANY CLAIM, ACTION, SUIT, INVESTIGATION OR PROCEEDING (IN EACH CASE, REGARDLESS OF WHETHER OR NOT THE INDEMNIFIED PARTY IS A PARTY THERETO OR TARGET THEREOF) IN ANY WAY RELATING TO THE BORROWER, ANY PRIMARY OBLIGOR, ANY SECONDARY OBLIGOR OR SUBSIDIARY OF ANY THEREOF OR ANY COLLATERAL OR ANY AFFILIATE OF THE BORROWER OR ANY SUBSIDIARY OF ANY SUCH AFFILIATE OR IN ANY WAY RELATING TO ANY OF THE FOREGOING PERSONS OR ANY OTHER LOAN PARTY, OR ANY AFFILIATE OF ANY OF THE FOREGOING IN RESPECT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENT OR TRANSACTION IN CONNECTION HEREWITH OR THEREWITH OR RELATING HERETO OR THERETO; OR (III) ANY ACTUAL OR ALLEGED VIOLATION BY THE BORROWER, ANY PRIMARY OBLIGOR, SECONDARY OBLIGOR, ANY LOAN PARTY, ANY AFFILIATE OF ANY OF THE FOREGOING PERSONS OR ANY SUBSIDIARY OF ANY OF THE FOREGOING PERSONS (OR ANY PREDECESSOR IN INTEREST OF ANY OF THEM) OF ANY ENVIRONMENTAL LAW; PROVIDED THAT THE BORROWER SHALL NOT BE LIABLE TO AN INDEMNIFIED PARTY FOR ANY PORTION OF SUCH LIABILITIES, LOSSES, DAMAGES AND EXPENSES SUSTAINED OR INCURRED AS A DIRECT RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT, ANY LENDER OR SUCH INDEMNIFIED PARTY IF SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS DETERMINED TO HAVE OCCURRED BY A FINAL AND NON-APPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION. The EACH LENDER SHALL ENDEAVOR TO GIVE THE BORROWER NOTICE OF ANY MATERIAL CLAIM, ACTION, SUIT OR PROCEEDING (IF NOT RESTRICTED BY APPLICABLE LAW, REGULATION OR GOVERNMENT AUTHORITY FROM SO DOING OR UNLESS THE SAME WOULD BE INCONSISTENT WITH A REQUEST FROM A GOVERNMENT AUTHORITY) REFERRED TO IN CLAUSE (II) WHICH HAS BEEN FILED AGAINST SUCH LENDER WITHIN A REASONABLE TIME AFTER THE LOAN OFFICER OF SUCH LENDER WITH RESPONSIBILITY FOR THIS AGREEMENT BECOMES AWARE OF THE SAME, BUT NO FAILURE TO GIVE ANY SUCH NOTICE SHALL AFFECT, OR RELIEVE THE BORROWER OF, ANY OF BORROWER'S OBLIGATIONS UNDER THIS SECTION 12.3 OR UNDER ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR RESULT IN ANY OBLIGATION OR LIABILITY OF THE AGENT OR ANY LENDER TO THE BORROWER OR ANY OTHER PERSON. (d) All obligations of the Borrower under provided for in this Section 10.7 12.3 and Sections 3.4, 3.9, 4.1, 4.2, 4.3, 5.2 and 11.6 shall survive the any termination of this AgreementAgreement and the Commitments and the payment in full of the Obligations.

Expenses; Indemnification. (a) The Borrower Issuer and the Guarantor shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Agents, without limitationthe Initial Purchaser and the Tranche F Purchasers, all including reasonable fees for consultants and reasonable duly documented fees and expenses for attorneys for the Indemnified Partiesdisbursements of one New York and one Brazilian counsel, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration of the Loan Financing Documents. The Borrower also agrees to reimburse , any waiver or consent (or proposed waiver or consent) thereunder or any amendment (or proposed amendment) thereof (unless requested solely by the Indemnified PartiesPurchasers), or any Default or alleged Default thereunder (other than any such expenses incurred by the Issuing Bank and Agents in connection with any refinancing under Section 5.10(c), which expenses shall be paid by the Lenders for any costsTranche D Lender(s) requesting such refinancing), internal charges and (ii) all reasonable out-of-pocket expenses of the Tranche D Lenders (includingexcluding, without limitationhowever, all reasonable the fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees disbursements of the Indemnified Parties, the Issuing Bank or the Lendersany counsel of such Tranche D Lenders in excess of $18,000) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement preparation of the Loan Documents (including, without limitationFinancing Documents, any workoutwaiver or consent (or proposed waiver or consent) thereunder or any amendment (or proposed amendment) thereof (unless requested solely by the Purchasers). The Borrower further , or any Default or alleged Default thereunder, (iii) all reasonable out-of-pocket expenses of the Agents, the Initial Purchaser and the Tranche F Purchasers, including reasonable fees and disbursements of counsel, in connection with any financing pursuant to Sections 5.10(c) or 5.18(d), (iv) following the occurrence and during the continuance of an Event of Default or an alleged Event of Default, the fees and expenses of consultants and other experts retained by the Agents or Purchasers and (v) all reasonable out-of-pocket expenses incurred by the Agents and Purchasers, including (without duplication) the reasonable fees and disbursements of outside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency, work-out and any enforcement proceedings reasonably resulting therefrom. (b) Each of the Original Issuer, the Issuer and the Guarantor agrees to indemnify the Indemnified PartiesAgents, the Issuing Bank Arrangers and each Lender Purchaser, their respective Affiliates and their the respective directors, officers, employeesagents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses of litigation any kind, including the reasonable fees and disbursements of counsel and settlement costs, which may be incurred by such Indemnitee in connection with any investigation or preparation therefor administrative or judicial proceeding (whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of this Agreement or relating to this Agreement, any of the other Loan Documents, the Projects, the transactions contemplated hereby Transaction Documents or the direct or indirect application any actual or proposed application use of the proceeds of any Credit Extension Notes hereunder. The ; provided that (i) the indemnity obligations of the Borrower Original Issuer hereunder shall apply only in connection with such liabilities, losses, damages, costs and expenses arising under this or in connection with the Equipment Pledge Agreement and the Mortgage Deeds and (ii) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct. (c) Notwithstanding anything herein to the contrary, each of the Issuer and the Guarantor hereby reaffirms any and all of its obligations, in respect of any facts or circumstances occurring prior to the Amendment Date, under Section 10.7 10.03 of the Existing NPFA in respect of expenses arising thereunder. (d) For purposes of the foregoing paragraphs (a), (b) and (c), the term “Agent” shall survive be deemed to include any Facility Agent named in any Tranche D Participation Agreement or the termination of this Tranche F Participation Agreement, as applicable.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Agent and the Arrangers, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of counsel for the Indemnified PartiesAgent and the Arrangers, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparationsyndication of the credit facility provided for herein, negotiation, execution, delivery, review, amendment, modification, the preparation and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank any waiver or consent under any Loan Document or any amendment hereof or thereof or any Default or alleged Default under any Loan Document and the Lenders for any costs(ii) if an Event of Default occurs, internal charges and all reasonable out-of-pocket expenses incurred by the Agent and each Lender, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent, each Arranger, each Lender and the respective Related Parties of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee or any other party to this Agreement shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of any Loan Document or relating any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for any such losses, liabilities, claims, damages or expenses to the extent incurred (i) as the result of any such Indemnitee’s (or its Related Parties) gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) by a Lender or its Related Parties in connection with a proceeding with any other Lender or any Assignee or Participant that (x) arises in connection with an assignment, participation or other transfer pursuant to Section 10.06, (y) does not relate to any action taken or failed to be taken by any Borrower and (z) does not relate to any right or obligation of any Borrower. (c) To the extent permitted by applicable law, neither the Company nor any Borrowing Subsidiary shall assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages arise from such Indemnitees’ gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and nonappealable judgment (it being understood and agreed that the foregoing does not constitute a waiver of any claim or other right with respect to any breach by any Indemnitee of its obligations under Section 10.14). No party hereto, or any of its Related Parties, shall have any liability, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, the any other Loan Documents, the Projects, the transactions Document or any agreement or instrument contemplated hereby or thereby, any Loan or the direct or indirect application or proposed application use of the proceeds thereof, and no party hereto shall assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any Credit Extension hereunder. The such liability (it being understood and agreed that nothing in this sentence shall relieve the Company or the Borrowing Subsidiaries of their obligations under the preceding paragraphs of the Borrower under this Section 10.7 shall survive the termination of this Agreement10.03).

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties pay on demand for (i) any costs, internal charges and all reasonable expenses incurred by the Agent in connection with the syndication of the Revolving Credit Loans; (ii) all out-of-pocket costs and expenses of the Agent in connection with the administration of this Agreement and the other Loan Documents, and any waiver or amendment of any provision hereof or thereof, including without limitation, the reasonable fees and disbursements of counsel for the Agent; and (iii) if any Default or Event of Default occurs, all reasonable costs and expenses incurred by the Agent and the Lenders, including the reasonable fees and disbursements of counsel to the Agent and the Lenders, and of any field examiners, auditors, appraisers, environmental engineers or consultants, or investment banking firms retained by the Agent and the Lenders in connection with such Event of Default or collection, bankruptcy, insolvency and other enforcement proceedings related thereto. The Borrower agrees to pay, indemnify and hold the Agent and the Lenders harmless from, any and all recording and filing fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise or other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of or the consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement or the other Loan Documents, or any documents delivered pursuant hereto or thereto. (b) The Borrower agree to indemnify the Agent and the Lenders and their respective officers and directors and hold the Agent and the Lenders and their respective officers and directors harmless from and against any and all liabilities, losses, damages, reasonable costs and expenses of any kind (including, without limitation, all reasonable fees for consultants and the reasonable fees and expenses for attorneys disbursements of counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, Agent and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any each Lender in connection with the collection and enforcement of the Loan Documents (includingany investigative, without limitationadministrative or judicial proceeding initiated by a third party, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is the Agent or any Lender shall be designated a party thereto) which may be incurred by the Agent or any of them may pay Lender, relating to or incur arising out of this Agreement or relating any other Loan Document, or the existence of any Hazardous Substance on, in, or under any Borrower Group Property, or any violation of any applicable Environmental Laws for which the Borrower or any Subsidiary thereof has any liability or which occurs upon any Borrower Group Property, or the imposition of any Lien under any Environmental Laws, provided that neither the Agent nor any Lender shall not have the right to be indemnified hereunder for its own bad faith, gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (c) The agreements in this AgreementSection 13.5 shall survive the repayment of the Notes, and all other amounts payable under this Agreement and the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreement.

Expenses; Indemnification. The (a) Each Borrower shall jointly and severally agrees to reimburse the Indemnified Parties on demand Agent and the Arranger for any costs, internal charges reasonable costs and reasonable out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and reasonable attorneys’ fees and expenses for time charges of attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified PartiesAgent) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in Agent or the case of Bank One, NA in its capacity as Administrative Agent) Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Each Borrower also jointly and severally agrees to reimburse the Indemnified PartiesAgent, the Issuing Bank Arranger and the Lenders for any costs, internal charges costs and reasonable out-of-pocket expenses (including, without limitation, all reasonable including attorneys’ fees and expenses for time charges of attorneys for the Indemnified PartiesAgent, the Issuing Bank Arranger and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Arranger or any Lender in connection with the collection and enforcement of the Loan Documents or any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or any insolvency or bankruptcy proceedings in respect of the Company. (including, without limitation, any workout). The b) Each Borrower hereby further jointly and severally agrees to indemnify the Indemnified PartiesAgent, the Issuing Bank Arranger, each Lender, their respective affiliates, and each Lender and of their directors, officers, employees, agents, attorneys employees and professional advisors agents against all actual losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity the Agent, the Arranger, any Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or hereby, the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunderLoan hereunder (i) except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from: (x) the gross negligence or willful misconduct of the party seeking indemnification or (y) a claim brought by a Borrower against any indemnified person for breach in bad faith of such Person’s material obligations under any Loan Document, and (ii) except as provided in Section 3.5. The obligations of the Borrower Borrowers under this Section 10.7 10.6 shall survive the termination of this Agreement. This Section 10.6(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.16 or Section 11.8, then the Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender’s obligations under such Section until all such unsatisfied obligations are fully paid, and (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Agent in its discretion.

Expenses; Indemnification. The (a) Each Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) its Appropriate Share of all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of one special counsel for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) , in connection with the preparationpreparation of this Agreement, negotiationany waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to such Borrower hereunder and (ii) if an Event of Default with respect to such Borrower occurs, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) Each Borrower agrees to indemnify each Agent and each Lender (including each Issuing Lender) and the respective Related Parties of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, penalties, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses disbursements of one counsel for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity all Indemnitees taken as arranger, ora whole and, in the case of Bank Oneany actual or potential conflict of interest, NAone additional counsel to each group of affected Indemnitees similarly situated taken as a whole, in its capacity as Administrative Agent), the Issuing Bank which may be incurred by such Indemnitee arising out of or any Lender in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicialclaim, litigation, investigation or proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay relating to or incur arising out of or relating to this Agreement, or any actual or proposed use of proceeds of Loans hereunderor Letters of Credit hereunder (including any refusal by an Issuing Lender to honor a demand for payment under a Letter of Credit if the other Loan Documentsdocuments presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), in each case to the Projectsextent of such Borrower’s Appropriate Share; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction. (c) To the fullest extent permitted by applicable law, each Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the direct or indirect application or proposed application use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any Credit Extension hereunder. The obligations of information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the Borrower under this Section 10.7 shall survive the termination of this Agreementtransactions contemplated hereby or thereby.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the fees and disbursements of outside counsel as well as the allocated cost of Administrative Agent's internal legal services), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver, internal charges consent hereunder and any amendment hereof, the administration hereof and any Default or alleged Default hereunder, (ii) in connection with the syndication of the Loans and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Banks as a group, including fees and disbursements of counsel for the Administrative Agent and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys' fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (a) counsel for Administrative Agent and (b) counsel for all of the Banks as a group. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent together with the allocated cost of Administrative Agent's internal legal services, and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing Administrative Agent). (b) The Borrower agrees to indemnify the Administrative Agent, each Bank and their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, amendment, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The management, use, control, ownership or operation of property or assets by the Borrower also agrees to reimburse or any of the Indemnified PartiesEnvironmental Affiliates, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Borrower or any Lender Environmental Affiliate involving Materials of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, but in connection with the collection and enforcement of the Loan Documents (includingall cases excluding those liabilities, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, willful misconduct, bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession or control (but in no event shall appointment of a receiver or a trustee be deemed control) of such Property or (d) any liability of such Indemnitee to any third party based upon Contractual Obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower's obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations. (c) Each Indemnitee will promptly notify the Borrower of each event of which it has knowledge that may give rise to a claim under clause (b) of Section 9.3, provided that the failure to so notify the Borrower shall in no way impair the Borrower's obligations under this Section 9.3 (except to the extent that such failure to so notify arises from the gross negligence or willful misconduct of such Indemnitee and has an adverse effect on the Borrower). If any investigative, judicial or administrative proceeding is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 9.3, the Borrower, to the extent and in the manner directed by the Indemnitee, will resist and defend such proceeding with counsel designated by the Borrower (which counsel shall be reasonably satisfactory to the Indemnitee). Each Indemnitee will use its best efforts to cooperate in the defense of any such action, writ, or proceeding. The Borrower shall keep such Indemnitee advised of the status of such defense and consult with such Indemnitee prior to taking any material position with respect thereto. Such Indemnitee shall, however, be entitled to employ counsel separate

Expenses; Indemnification. The Borrower Whether or not the transactions contemplated hereby shall reimburse be consummated, the Indemnified Parties Company will pay (a) the reasonable cost of (i) reproducing this Agreement and other instruments mentioned herein and (ii) any taxes payable by any Bank (including any interest and penalties in respect thereof but other than taxes based upon such Bank's net income or profits) and any filing fees payable by the Agent, on demand for any costsor with respect to the transactions contemplated by this Agreement (the Company hereby agreeing to indemnify each Bank with respect thereto); (b) the reasonable fees, internal charges expenses and disbursements of the Agent's special counsel (▇▇▇▇▇▇ & Hannah LLP incurred in connection with the preparation of this Agreement and other instruments mentioned herein, each closing hereunder, amendments, modifications, approvals, consents or waivers hereto or hereunder; (c) all reasonable out-of-pocket expenses (includingincluding reasonable attorneys' fees and costs) incurred by Fleet National Bank in connection with the syndication of the loan and by the Banks in connection with (i) the enforcement of this Agreement, the Notes and the other Loan Documents against the Company or the administration thereof after the occurrence of an Event of Default and (ii) in connection with any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to any Bank's relationship with the Company hereunder. The Company further agree to indemnify and hold harmless any Bank as well as each Bank's shareholders, directors, agents, officers, subsidiaries and affiliates ("Indemnified Parties"), from and against all claims, actions or causes of action ("Claims") (including without limitationlimitation all damages, all losses, settlement payments, liabilities, reasonable fees for consultants costs and expenses related to such Claims), incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from the transactions contemplated hereby, except any of the foregoing which result from gross negligence or willful misconduct of the indemnified party; provided, that each Bank agrees not to settle any litigation in connection with any claim or liability with respect to which such Bank may seek indemnification hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. In any investigation, proceeding or litigation, or the preparation therefor, the Banks shall be entitled to select their own counsel and, in addition to the foregoing indemnity, the Company agrees to pay promptly the reasonable fees and expenses of such counsel, provided, however, that the Company shall be required to bear the expense of only one counsel for attorneys for the Indemnified Parties, which attorneys may be employees all of the Indemnified PartiesBanks unless (i) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case written opinion of counsel to the Agent, use of only one counsel could reasonably be expected to give rise to a conflict of interest or (ii) the Company authorize any Bank One, NA in its capacity as Administrative Agent) in connection with to employ separate counsel (including the preparation, negotiation, execution, delivery, review, amendment, modification, and administration in-house counsel of the Loan Documentsapplicable Bank) at the Company's expense. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees covenants of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 26 shall survive payment or satisfaction of payment of amounts owing with respect to the termination of this AgreementNotes. 27.

Expenses; Indemnification. (a) The Borrower shall pay and reimburse to the Indemnified Parties on Senior Creditor, upon demand for any costsand all fees, internal charges costs and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable attorneys' fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Partiesdisbursements) paid or incurred by the Indemnified Parties (whether in their capacity Senior Creditor from time to time, as arrangera result of, or, in the case of Bank One, NA in its capacity as Administrative Agent) or in connection with the preparation, negotiation, execution, delivery, reviewperformance, amendment, modificationwaiver, and administration collection or enforcement of the Loan Documents. this Agreement. (b) The Borrower also agrees to reimburse shall indemnify and hold the Indemnified PartiesSenior Creditor and each of its respective partners, the Issuing Bank members, shareholders, officers, managers, directors, employees, attorneys, agents and the Lenders for other representatives (each an "Indemnitee") harmless from and against any costsand all claims, internal charges losses, damages, actions, causes of action, liabilities, obligations, costs and reasonable out-of-pocket expenses expenses, suits and proceedings (including, without limitation, all reasonable attorneys' fees and expenses for attorneys for the Indemnified Partiesdisbursements) of any kind or nature whatsoever, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank threatened or the Lenders) paid brought against or incurred by the Indemnified Parties (whether in their capacity as arranger, orSenior Creditor, in the case of Bank Oneany manner and for any reason, NAdirectly or indirectly arising from, in its capacity out of, as Administrative Agent)a result of, the Issuing Bank relating to or any Lender in connection with this Agreement; provided, however, that the collection and enforcement Borrower shall not be obligated to indemnify any Indemnitee for any acts or omissions of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify Senior Creditor in connection with matters described in this Section 17 arising directly from the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation gross negligence or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application willful misconduct of the proceeds Senior Creditor, as determined by a court of any Credit Extension hereundercompetent jurisdiction in a final, non-appealable judgment. The WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE SHALL BE INDEMNIFIED AND HELD HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, ACTIONS, CAUSES OF ACTION, LIABILITIES, PENALTIES, SUITS, PROCEEDINGS, JUDGMENTS, DISBURSEMENTS, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES OF COUNSEL) ARISING OUT OF OR CAUSED IN WHOLE OR PART BY THE ORDINARY NEGLIGENCE OF ANY SUCH INDEMNITEE. THE AGREEMENTS IN THIS SECTION 17 SHALL SURVIVE REPAYMENT OF THE SENIOR DEBT. (c) All obligations and liabilities of the Borrower under this Section 10.7 17 shall survive the termination of this Agreementthe Senior Loan Documents, and shall be in addition to and shall supplement the obligations and liabilities of the Borrower and each other Loan Party under any of the Senior Loan Documents.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and reasonable pay (i) all out-of-pocket expenses (includingof the Agent, without limitation, all reasonable fees for consultants and reasonable including fees and expenses for attorneys disbursements of special counsel for the Indemnified PartiesAgent, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration of the Loan Financing Documents. The Borrower also agrees , any waiver or consent thereunder or any amendment thereof or any Default thereunder or any event or condition reasonably alleged by any Bank to reimburse the Indemnified Partiesbe a possible Default thereunder and (ii) if an Event of Default occurs, the Issuing Bank and the Lenders for any costs, internal charges and reasonable all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent, each Co-Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of or the Financing Documents (other than the provisions thereof relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby Letters of Credit as to which indemnification is provided in Section 2.16(k)) or the direct or indirect application any actual or proposed application use of the proceeds of any Credit Extension Loans hereunder. The obligations ; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee=s own gross negligence or willful misconduct as determined by a court of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. (a) The Borrower Co-Borrowers shall reimburse the Indemnified Parties on demand for any costs, internal charges jointly and reasonable severally pay: (i) all out-–of-–pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with, the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder; (ii) all out–of–pocket expenses of each Issuing Bank, including fees and disbursements of special counsel for each Issuing Bank, in connection with, the preparation and administration of any Letter of Credit (including any issuance, modification or payment of any demand under any Letter of Credit), any waiver or consent hereunder or any Default or alleged Default hereunder; and (iii) if an Event of Default occurs, all out–of–pocket expenses incurred by the Administrative Agent, each Issuing Bank and each Bank, including (without duplication) the fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Co-Borrowers agree to jointly and severally indemnify the Administrative Agent, each Issuing Bank and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all reasonable fees for consultants and the reasonable fees and expenses for attorneys for the Indemnified Partiesdisbursements of counsel, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) such Indemnitee in connection with the preparationany investigative, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses administrative or judicial proceeding (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby Prior Agreement or the direct or indirect application any actual or proposed application use of the proceeds of any Credit Extension hereunder. The obligations Loans hereunder or under the Prior Agreement; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the other Credit Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent actually incurred with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Borrowers further agree to pay on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses actually incurred), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Credit Documents and the other documents to be delivered hereunder. (b) The Borrowers agree to indemnify and hold harmless the Administrative Agent and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, ------------------ liabilities, costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys attorneys' fees) that may be employees of the Indemnified Parties) paid or incurred by the or asserted or awarded against any Indemnified Parties (whether in their capacity as arranger, orParty, in the each case arising out of Bank One, NA in its capacity as Administrative Agent) or in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration or by reason of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Indemnified PartiesCredit Documents, the Issuing Bank and the Lenders, which attorneys may be employees any of the Indemnified Parties, the Issuing Bank transactions contemplated herein or the Lenders) paid actual or incurred proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by the a court of competent jurisdiction to have resulted from such Indemnified Parties (whether in their capacity as arranger, or, in Party's gross negligence or willful misconduct. In the case of Bank Onean investigation, NAlitigation or other proceeding to which the indemnity in this Section 11.5 applies, in such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Borrower, its capacity as directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrowers agree not to assert any claim against the Administrative Agent), the Issuing Bank any Lender, any of their Affiliates, or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their respective directors, officers, employees, attorneys, agents, attorneys and professional advisors against all lossesadvisers, claimson any theory of liability, damagesfor special, penaltiesindirect, judgmentsconsequential, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur punitive damages arising out of or otherwise relating to this Agreement, the other Loan Credit Documents, the Projects, any of the transactions contemplated hereby herein or the direct or indirect application actual or proposed application use of the proceeds of the Loans. (c) Without prejudice to the survival of any Credit Extension other agreement of the Borrowers hereunder. The , the agreements and obligations of the Borrower under Borrowers contained in this Section 10.7 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreementthe Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Credit Parties jointly and severally agree to pay on demand all reasonable costs and expenses of the Administrative Agent actually incurred in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the other Credit Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Credit Parties further jointly and severally agree to pay on demand all reasonable costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Credit Documents and the other documents to be delivered thereunder. In addition, the Credit Parties agree to permit the Administrative Agent to perform inventory and accounts receivable field audits for members of the Consolidated Group at the Borrower's expense, provided that unless an Event of Default shall have occurred and be continuing, the payment and reimbursement obligations of the Credit Parties hereunder shall be limited to one such field audit in each calendar year or if a ▇▇▇▇▇▇▇▇'▇ Trigger Event has occurred, four such field audits per calendar year. (b) The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all ----------------- claims, damages, losses, liabilities, costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys' fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys actually incurred) that may be employees of the Indemnified Parties) paid or incurred by the or asserted or awarded against any Indemnified Parties (whether in their capacity as arranger, orParty, in the each case arising out of Bank One, NA in its capacity as Administrative Agent) or in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration or by reason of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except (a) to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non- appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified PartiesParty's gross negligence or willful misconduct, or (b) to the Issuing Bank extent such claim, damage, loss, liability, cost or expense arises solely by or results solely from a dispute among the Lenders or a dispute between any Lender and the LendersAdministrative Agent, which attorneys may be employees or (c) to the extent such claim, damage, loss, liability, cost or expense results from a breach of contract by such Indemnified Party with respect to the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in Credit Documents. In the case of Bank Onean investigation, NAlitigation or other proceeding to which the indemnity in this Section 11.5 applies, in its capacity as such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any of the Credit Parties, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Credit Parties agree not to assert any claim against the Administrative Agent), the Issuing Bank any Lender, any of their Affiliates, or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their respective directors, officers, employees, attorneys, agents, attorneys and professional advisors against all lossesadvisors, claimson any theory of liability, damagesfor special, penaltiesindirect, judgmentsconsequential, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur punitive damages arising out of or otherwise relating to this Agreement, the other Loan Credit Documents, the Projects, any of the transactions contemplated hereby herein or the direct or indirect application actual or proposed application use of the proceeds of the Loans. (c) Without prejudice to the survival of any other agreement of the Credit Extension Parties hereunder. The , the agreements and obligations of the Borrower under Credit Parties contained in this Section 10.7 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreementthe Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Syndication Agent (including reasonable fees and disbursements of special counsel ▇▇▇▇ ▇▇▇▇▇▇▇ LLP), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or Event of Default or alleged Default or Event of Default, internal charges (ii) all reasonable fees and disbursements of special counsel ▇▇▇▇ ▇▇▇▇▇▇▇ LLP in connection with the syndication of the Term Loans and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank (the Administrative Agent shall promptly submit any expenses of any of the Banks to Borrower for reimbursement), including fees and disbursements of counsel for the Administrative Agent and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys’ fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing either or both of Administrative Agent and/or Syndication Agent). (b) The Borrower agrees to indemnify the Syndication Agent, the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower, amendmentERP, modificationEQR or the Environmental Affiliates of any applicable Environmental Law, and administration (iii) any Environmental Claim arising out of the Loan Documents. The Borrower also agrees to reimburse management, use, control, ownership or operation of property or assets by the Indemnified PartiesBorrower, ERP, EQR or any of the Issuing Bank and the Lenders for any costsEnvironmental Affiliates, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank ERP or any Lender in connection with Environmental Affiliate involving Materials of Environmental Concern, (iv) the collection and enforcement breach of the Loan Documents (includingany environmental representation or warranty set forth herein, without limitationbut excluding those liabilities, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, wilful misconduct, bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) any liability of such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent, Syndication Agent or any Bank shall be solely in his or her respective capacity as such director, officer, agent or employee. The Borrower’s obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Agent, without limitation, all reasonable fees for consultants and reasonable including fees and expenses for attorneys disbursements of special counsel for the Indemnified PartiesAgent, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration preparation of the Loan Financing Documents. The Borrower also agrees , any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder or any release pursuant to reimburse the Indemnified PartiesSection 5.15(b) and (ii) if an Event of Default occurs, the Issuing Bank and the Lenders for any costs, internal charges and all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent, the Fronting Bank and each Bank and their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay relating to or incur arising out of (i) any actual or relating proposed use of proceeds of Loans hereunder, (ii) the breach by the Borrower of any covenant in this Agreement or the untruth or inaccuracy of any representation or warranty made by the Borrower in this Agreement or (iii) a transaction which is (or may be) subject to this Agreementthe provisions of Section 6.1(k); provided that no Indemnitee shall have the right to be indemnified hereunder for its own gross negligence or wilful misconduct as determined by a court of competent jurisdiction. (c) Any payment made to or for the account of the Agent, the other Loan Documents, the Projects, the transactions contemplated hereby Fronting Bank or the direct or indirect application or proposed application of the proceeds any Bank in respect of any Credit Extension hereunder. The obligations amount payable by the Borrower in a currency (the "Tendered Currency") other than the currency in which such payment is due (the "Required Currency"), whether pursuant to any judgment or order of a court or tribunal or otherwise, shall constitute a discharge of the Borrower under this Section 10.7 only to the extent of the amount of the Required Currency which may be purchased with such Tendered Currency at the time of payment at the Spot Rate at such time. The Borrower covenants and agrees to and in favour of the Agent, the Fronting Bank and each Bank that it shall, as a separate and independent obligation which shall survive not be merged in any such judgment or order, pay or cause to be paid the termination amount not so discharged in accordance with the foregoing and indemnify and hold harmless the Agent, the Fronting Bank and each Bank against any loss or damage arising as a result of this Agreementany such amount being paid in such Tendered Currency. A certificate of the Agent, the Fronting Bank or any Bank, as applicable, as to any such loss or damage shall be conclusive evidence of the amount thereof in the absence of manifest error.

Expenses; Indemnification. (a) The Guarantors and, in the case of clause (iii) below, each Loan Party (provided each Borrower shall reimburse only be liable for the Indemnified Parties on demand enforcement costs incurred with respect to the Loan Documents to which such Borrower is a party, and provided, further, the Guarantors shall be liable for all enforcement costs incurred with respect to all of the Loan Documents) shall pay within 30 days after written notice from Administrative Agent, (i) all reasonable and documented out-of-pocket costs and expenses of Administrative Agent (including reasonable and documented fees and disbursements of special counsel Milbank, Tweed, H▇▇▇▇▇ & M▇▇▇▇▇ LLP and Mori Hamada & Matsumoto), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or Event of Default or alleged Default or Event of Default hereunder, internal charges (ii) all reasonable and documented fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses (includingincurred by Administrative Agent and each Lender, without limitation, all including reasonable fees for consultants and reasonable documented fees and expenses disbursements of counsel for attorneys for the Indemnified Parties, which attorneys may be employees Administrative Agent and each of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arrangerLenders, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration enforcement of the Loan Documents. The Borrower also agrees , including the Notes and any other instruments referred to reimburse therein, and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided that the Indemnified Parties, attorneys’ fees and disbursements for which any Loan Party is obligated under this subsection (a)(iii) shall be limited to the Issuing Bank reasonable and documented non-duplicative fees and disbursements of (A) counsel for Administrative Agent and (B) counsel for all of the Lenders for any costsas a group; and provided, internal charges and reasonable out-of-pocket expenses (includingfurther, without limitation, that all reasonable fees other costs and expenses for attorneys which any Loan Party is obligated under this subsection (a)(iii) shall be limited to the reasonable and documented non-duplicative costs and expenses of Administrative Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for the Indemnified Parties, the Issuing Bank Administrative Agent shall mean a single outside law firm representing Administrative Agent and the Lenders, which attorneys may be employees (2) counsel for all of the Indemnified Parties, Lenders as a group shall mean a single outside law firm representing such Lenders as a group (which law firm may or may not be the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as same law firm representing Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents . (including, without limitation, any workout). The b) Each Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank Administrative Agent and each Lender Lender, their respective Affiliates and their the respective directors, officers, employeesagents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any liabilities, agents, attorneys and professional advisors against all losses, claims, damages, penaltiescosts and expenses of any kind, judgmentsincluding the reasonable and documented fees and disbursements of counsel, liabilities which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including at any time following the payment of the Obligations) be asserted against any Indemnitee, as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, and reasonable (ii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any Eligible Affiliate, or any Environmental Liability related in any way to any Borrower or any Eligible Affiliates, but excluding those liabilities, losses, damages, costs and expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, willful misconduct bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) arising from violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent or any Lender shall be solely in their respective capacities as such director, officer, agent or employee. The Each Borrower’s obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreement, the release of a Qualified Borrower pursuant to Section 2.17 and the payment of the Obligations. Without limitation of the other provisions of this Section 9.3, each Borrower shall indemnify and hold each of Administrative Agent and the Lenders free and harmless from and against all losses, costs (including reasonable and documented attorneys’ fees and expenses), expenses, taxes, and damages (including consequential damages) that Administrative Agent and the Lenders may suffer or incur by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in Administrative Agent’s reasonable judgment by reason of the inaccuracy of the representations and warranties of such Borrower and/or any Guarantor.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent or the Arranger, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable and documented fees and disbursements of special counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ) or the Arranger, as applicable, in connection with any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, internal charges (ii) all reasonable and documented fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arranger and each Bank, including, without limitation, reasonable and invoiced fees and disbursements of counsel for the Administrative Agent, the Arranger and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom (provided, however, that the attorneys’ fees and disbursements for which the Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and invoiced non-duplicative fees and disbursements of (A) counsel for the Administrative Agent, (B) counsel for the Arranger as a group and (C) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which the Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and invoiced non-duplicative costs and expenses of the Administrative Agent). For purposes of this subsection (a)(iii), (1) counsel for the Administrative Agent shall mean a single outside law firm representing the Administrative Agent, (2) counsel for the Arranger shall mean a single outside law firm representing the Arranger as a group (which law firm may or may not be the same law firm representing the Administrative Agent) and (3) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing the Administrative Agent). (b) The Borrower agrees to indemnify each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, amendment, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The management, use, control, ownership or operation of property or assets by the Borrower also agrees to reimburse or any of the Indemnified PartiesEnvironmental Affiliates, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Borrower or any Lender in connection with Environmental Affiliate involving Materials of Environmental Concern, (iv) the collection and enforcement breach of the Loan Documents (includingany environmental representation or warranty set forth herein, without limitationbut excluding those liabilities, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (includinga) for which such Indemnitee has been compensated pursuant to the terms of this Agreement or that are excluded under Section 8.3, without limitation(b) incurred solely by reason of the gross negligence or willful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction, all expenses (c) arising from any violation of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or Environmental Law relating to this Agreementa Property, which violation is caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of any Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower’s obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations. Without limitation of the other provisions of this Section 9.3, the Borrower shall indemnify and hold each of the Agents and the Banks free and harmless from and against all loss, costs (including reasonable and documented attorneys’ fees and expenses), expenses, taxes, and damages (including consequential damages) that the Agents and the Banks may suffer or incur by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agent’s reasonable judgment by reason of the inaccuracy of the representations and warranties, or a breach of the provisions, set forth in Section 4.6(a). In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equity holders or creditors, an Indemnitee or any other Person, whether or not an Indemnitee is otherwise a party thereto.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse pay (i) all reasonable out-of-pocket costs and expenses of the Indemnified Parties on demand for Administrative Agent (including reasonable fees and disbursements of counsel to the Administrative Agent in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, or any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder) and (ii) if an Event of Default occurs, internal charges and all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Lender, including reasonable, actual fees and disbursements of counsel for the Administrative Agent and each of the Lenders in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrowers agree to indemnify the Administrative Agent and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all actual liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be imposed on, asserted against or incurred by any Indemnitee but excluding those liabilities, losses, damages, costs and expenses incurred solely by reason of the Indemnified Parties gross negligence or willful misconduct of any Indemnitee as finally determined by a court of competent jurisdiction, as a result of, or arising out of, or in any way related to or by reason of, (whether in their capacity as arranger, or, in i) any of the case of Bank One, NA in its capacity as Administrative Agent) in connection with transactions contemplated by the preparation, negotiation, Loan Documents or the execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrowers or the Environmental Affiliates of any applicable Environmental Law, amendment, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The Borrower also agrees management, use, control, ownership or operation of property or assets by the Borrowers or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Materials of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to reimburse the Indemnified Parties, the Issuing Bank Administrative Agent and the Lenders for of any costsLien in any property or assets of the Borrowers or any stock or other equity interest in any Borrower, internal charges and reasonable out-of-pocket expenses (vi) the exercise by the Administrative Agent and the Lenders of their rights and remedies (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lendersforeclosure) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or under any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, agreements creating any workout)such Lien. The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The Borrowers' obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations.

Expenses; Indemnification. The Borrower shall Each of the Breitburn Parties agrees, jointly and severally, to pay and reimburse the Indemnified each Purchaser, Representative and their Related Parties on demand in full for any all costs, internal expenses, fees (including the reasonable fees, charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees disbursements of outside counsel and advisors for consultants the Purchasers and reasonable Representative and any fees and expenses incurred exercising their rights under any Transaction Document) (provided that if the transactions contemplated by this Agreement are not consummated, the Breitburn Parties shall not be liable for attorneys for amounts in excess of $750,000 (the Indemnified Parties, which attorneys may be employees of “Dead Deal Reimbursement Amount”) unless the Indemnified Partiescondition set forth in either Section 7(h) paid or incurred Section 7(i) has not been satisfied by the Indemnified Parties Drop Dead Date (whether in their capacity as arranger, or, in a “Bank Condition Failure”) the case of Bank One, NA in its capacity as Administrative Agent) and taxes incident to and in connection with b) the authorization, issuance, sale and delivery of the Securities and any taxes payable in that connection; c) the production and distribution of this Agreement, any supplemental agreement among Purchasers, and any other related documents in connection with the offering, purchase, sale and delivery of the Notes; d) the preparation, negotiation, execution, delivery, review, amendment, modification, delivery and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank this Agreement and the Lenders for other Transaction Documents or any costsamendments, internal charges modifications or waivers of the provisions hereof or thereof (in the case of amendments, modifications or waivers, whether or not the transactions contemplated thereby shall be consummated) and creating, documenting and perfecting the security interests in the Collateral as contemplated by the Collateral Documents (including the reasonable related fees and out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys of counsel for the Indemnified Parties, Purchasers for all periods prior to and after the Issuing Bank and Closing Date); e) the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred performance by the Indemnified Breitburn Parties (whether in of their capacity as arranger, or, in other obligations under this Agreement; and f) the case enforcement or protection of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender rights in connection with this Agreement and the collection other Transaction Documents, including its rights under this Section 6 and enforcement all expenses incurred during any workout, restructuring or negotiations in respect of such Notes. Each of the Loan Documents (includingBreitburn Parties agrees, without limitationjointly and severally, any workout). The Borrower further agrees to indemnify the Indemnified PartiesPurchasers, the Issuing Bank Representative and each Lender Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and their directorshold each Indemnitee harmless from, officers, employees, agents, attorneys any and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable related expenses (includingincluding the fees, without limitation, all expenses charges and disbursements of litigation any counsel for any Indemnitee) incurred by any Indemnitee or preparation therefor whether asserted against any Indemnitee by any third party or not such entity is a party thereto) which by any of them may pay or incur Breitburn Party arising out of of, in connection with, or as a result of, any actual, threatened or prospective claim, litigation, investigation or proceeding relating to i) the execution or delivery of this Agreement, the any other Loan DocumentsTransaction Document or any agreement or instrument contemplated hereby or thereby, the Projects, performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, ii) any Note (or the direct or indirect application use or proposed application use of the proceeds therefrom), or iii) any actual or alleged presence or Release of Hazardous Materials on or from any Credit Extension hereunderproperty owned or operated by any Breitburn Entity, or any Environmental Liability related in any way to any Breitburn Entity, whether based on contract, tort or any other theory, whether brought by a third party or by any Breitburn Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Breitburn Party against an Indemnitee for breach in bad faith of such Indemnitee’s material obligations hereunder or under any other Transaction Document, if the Breitburn Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The obligations “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of the Borrower under this Section 10.7 such Person and of such Person’s Affiliates. This covenant shall survive the any termination of this Agreement.

Expenses; Indemnification. The (i) Borrower shall reimburse the Indemnified Parties on demand Agent and the Arranger for any all reasonable costs, internal charges and reasonable out-of-out of pocket expenses (including, without limitation, all including reasonable expenses of and fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be Agent and the Arranger who are employees of the Indemnified Parties) Agent or the Arranger and of a single outside counsel for all of the Agent and the Arranger paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in Agent or the case of Bank One, NA in its capacity as Administrative Agent) Arranger in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified PartiesAgent, the Issuing Bank Arranger and the Lenders for any (A) all reasonable costs, internal charges and reasonable out-of-out of pocket expenses (including, without limitation, all including reasonable attorneys’ fees and expenses for time charges of attorneys for the Indemnified PartiesAgent, the Issuing Bank Arranger and the Lenders, which attorneys may be employees of the Indemnified PartiesAgent, the Issuing Bank Arranger or the Lendersa Lender) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Arranger or any Lender in connection with the collection and enforcement of the Obligations of Borrower under the Loan Documents (includingincluding in any “work-out” or restructuring of the Obligations resulting from the occurrence of a Default) and (B) any civil penalty or fine assessed by OFAC against, without limitationand all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred in connection with defense thereof, by the Agent or any workout). The Lender as a result of conduct by Borrower further that violates a sanction enforced by OFAC. (ii) Borrower agrees to indemnify the Agent, the Arranger, each Lender, their respective affiliates, and each of the directors, officers and employees of the foregoing Persons (each such Person an “Indemnified Party” and collectively, the “Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors ”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all reasonable expenses of litigation or preparation therefor whether or not such entity any Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder, except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification. The obligations of the Borrower under this Section 10.7 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including reasonable fees and disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, internal charges (ii) all reasonable fees and disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP in connection with the syndication of the Loans and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Lender (the Administrative Agent shall promptly submit any expenses of any of the Lenders to Borrower for reimbursement), including fees and disbursements of counsel for the Administrative Agent and each of the Lenders, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys' fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the Lenders as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, and (2) counsel for all of the Lenders as a group shall mean a single outside law firm representing such Lenders as a group (which law firm may or may not be the same law firm representing Administrative Agent). Notwithstanding anything to the contrary contained herein, the Borrower shall have no obligation to reimburse Administrative Agent's out-of-pocket legal and due diligence expenses exceeding Seventy-Five Thousand Dollars ($75,000.00). (b) The Borrower agrees to indemnify the Administrative Agent and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower, amendmentABR or the Environmental Affiliates of any applicable Environmental Law, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The Borrower also agrees to reimburse management, use, control, ownership or operation of property or assets by the Indemnified PartiesBorrower, ABR or any of the Issuing Bank and the Lenders for any costsEnvironmental Affiliates, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and off-site activities of Borrower or any Environmental Affiliate involving Materials of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, but excluding those liabilities, losses, damages, costs and expenses (a) for attorneys for which such Indemnitee has been compensated pursuant to the Indemnified Partiesterms of this Agreement, (b) incurred solely by reason of the gross negligence, willful misconduct, bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) any liability of such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Issuing Bank and the Lendersindemnification set forth in this Section 9.3(b) in favor of any director, which attorneys may be employees officer, agent or employee of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Agent or any Lender shall be solely in connection with the collection and enforcement of the Loan Documents (includinghis or her respective capacity as such director, without limitationofficer, any workout)agent or employee. The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The Borrower's obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations.

Expenses; Indemnification. The (a) Each Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) its Appropriate Share of all reasonable out-of-pocket expenses (includingof the Administrative Agent, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of special counsel for the Indemnified PartiesAgents, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparationpreparation of this Agreement, negotiationany waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to such Borrower hereunder and (ii) if an Event of Default with respect to such Borrower occurs, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) Each Borrower agrees to indemnify each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, penalties, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay relating to or incur arising out of or relating to this Agreement, in each case to the other Loan Documents, extent of such Borrower’s Appropriate Share; provided that no Indemnitee shall have the Projects, the transactions contemplated hereby right to be indemnified hereunder for such Indemnitee’s own gross negligence or the direct or indirect application or proposed application willful misconduct as determined by a court of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Agents, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of special counsel for the Indemnified PartiesAgents, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration (provided that expenses of administration shall not include any Agent's normal operating or overhead expenses) of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and the Lenders for any costs(ii) if an Event of Default occurs, internal charges and reasonable all out-of-pocket expenses incurred by each Lender Party, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify each Lender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (including without limitation reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel), including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties such Indemnitee (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender x) in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of any Loan Document or relating any actual or proposed use of any Commitments, any Letter of Credit or any proceeds of Loans or Swingline Loans hereunder or (y) arising out of, in respect of or in connection with any and all Environmental Liabilities; provided that no Indemnitee shall have the right to this Agreementbe indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Borrower hereby waives all rights for contribution or any other Loan Documentsrights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental Laws that it might have by statute or otherwise against any Lender, except for such that relate to any property with respect to any period after the ProjectsLenders shall have foreclosed on, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of otherwise dispossessed the Borrower under this Section 10.7 shall survive the termination and its Subsidiaries of, such property and that arise from such Lender's gross negligence or willful misconduct as determined by a court of this Agreementcompetent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Co-Lead Arrangers and their affiliates, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys for the Indemnified Partiesdisbursements of special counsel, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, negotiation and administration preparation of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and (ii) all reasonable out-of-pocket expenses of the Co-Lead Arrangers, the Administrative Agent and the affiliates of each Co-Lead Arranger, including reasonable fees and disbursements of special counsel and reasonable fees and disbursements of accountants and any other advisors to the Co-Lead Arrangers, the Administrative Agent and the affiliates of each Co-Lead Arranger, in connection with the administration of the Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (iii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Co-Lead Arrangers and each Bank Party including (without duplication) the fees and disbursements of special counsel and the allocated cost of internal counsel and the fees and disbursements of accountants and any other advisors to the Co-Lead Arrangers or any Bank Party, in connection with any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify each Bank Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement of the Loan Documents any investigative, administrative or judicial proceeding (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is Indemnitee shall be designated a party thereto) which any of them may pay brought or incur threatened relating to or arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreement.the

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent or the Arranger, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable and documented fees and disbursements of special counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ) or the Arranger, as applicable, in connection with any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, internal charges (ii) all reasonable and documented fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arranger and each Bank, including, without limitation, reasonable and invoiced fees and disbursements of counsel for the Administrative Agent, the Arranger and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom (provided, however, that the attorneys’ fees and disbursements for which the Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and invoiced non-duplicative fees and disbursements of (A) counsel for the Administrative Agent, (B) counsel for the Arranger as a group and (C) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which the Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and invoiced non-duplicative costs and expenses of the Administrative Agent). For purposes of this subsection (a)(iii), (1) counsel for the Administrative Agent shall mean a single outside law firm representing the Administrative Agent, (2) counsel for the Arranger shall mean a single outside law firm representing the Arranger as a group (which law firm may or may not be the same law firm representing the Administrative Agent) and (3) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing the Administrative Agent). (b) The Borrower agrees to indemnify each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, amendment, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The management, use, control, ownership or operation of property or assets by the Borrower also agrees to reimburse or any of the Indemnified PartiesEnvironmental Affiliates, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Borrower or any Lender in connection with Environmental Affiliate involving Materials of Environmental Concern, (iv) the collection and enforcement breach of the Loan Documents (includingany environmental representation or warranty set forth herein, without limitationbut excluding those liabilities, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (includinga) for which such Indemnitee has been compensated pursuant to the terms of this Agreement or that are excluded under Section 8.3, without limitation(b) incurred solely by reason of the gross negligence or willful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction, all expenses (c) arising from any violation of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or Environmental Law relating to this Agreementa Property, which violation is caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of any Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower’s obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations. Without limitation of the other provisions of this Section 9.3, the Borrower shall indemnify and hold each of the Agents and the Banks free and harmless from and against all loss, costs (including reasonable and documented attorneys’ fees and expenses), expenses, taxes, and damages (including consequential damages) that the Agents and the Banks may suffer or incur by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agent’s reasonable judgment by reason of the inaccuracy of the representations and warranties, or a breach of the provisions, set forth in Section 4.6(b). In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equity holders or creditors, an Indemnitee or any other Person, whether or not an Indemnitee is otherwise a party thereto.

Expenses; Indemnification. The Borrower shall reimburse Whether or not the Indemnified Parties transactions contemplated by this Agreement are consummated (and whatever the reason or cause for any such failure to consummate except for an affirmative termination by the Purchasers or the failure of the Purchasers to negotiate in good faith), the Company hereby agrees to pay on demand (a) all reasonable out-of-pocket and due diligence expenses incurred by the Purchasers (i) in connection with the transactions contemplated by this Agreement (including without limitation the reasonable fees (not to exceed $50,000) and charges for disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel to the Purchasers and (b) the reasonable travel and out-of-pocket expenses of the representatives of the Purchasers in connection with the negotiation on of this Agreement and (ii) in connection with any costsamendments or waivers (whether or not the same become effective) hereof from time to time. In addition, internal charges and the Company hereby agrees to pay on demand all reasonable out-of-pocket expenses (including, including without limitation, all reasonable fees for consultants and limitation the reasonable fees and expenses charges for attorneys for disbursements of one counsel to the Indemnified Parties, which attorneys may be employees of the Indemnified PartiesPurchasers) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in Purchasers or any holder of any of the case of Bank One, NA in its capacity as Administrative Agent) Purchased Securities issued hereunder in connection with the preparationenforcement of any rights hereunder, negotiation, execution, delivery, review, amendment, modification, and administration or with respect to any of the Loan Documents. The Borrower also agrees to reimburse the Indemnified PartiesPurchased Securities, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, including without limitation, (a) the cost and expenses of preparing and duplicating this Agreement and the Purchased Securities; (b) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Purchased Securities sold to such Purchaser hereunder and any Purchased Securities delivered to such Purchaser in exchange therefor or upon any conversion, exercise, exchange, or substitution thereof; and (c) all reasonable taxes (other than taxes determined with respect to the income of a Purchaser), including any recording fees and expenses for attorneys for filing fees and documentary stamp and similar taxes at any time payable in respect of this Agreement or the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees issuance of any of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementPurchased Securities.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges pay (i) all reasonable and reasonable documented out-of-pocket expenses of the Agents, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any Increased Commitment or Additional Loan, any waiver or consent hereunder or any amendment or modification hereof or any Default hereunder; provided that such reimbursement under this subclause (a)(i) of expenses incurred up to and including the Closing Date shall be limited to the amounts set forth in the Engagement Letter and as otherwise agreed by the parties hereto and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of one counsel for the Administrative Agent and the initial Lender and one New York counsel and one local counsel for ▇▇▇▇▇ Fargo, as Collateral Agent, Custodian and Securities Intermediary (provided that (1) the Administrative Agent and the initial Lender shall be entitled to reimbursement for a single counsel and (2) ▇▇▇▇▇ Fargo as Collateral Agent, Custodian and Securities Intermediary shall be entitled to reimbursement for a single New York counsel and a single local counsel), in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Custodian, ▇▇▇▇▇ Fargo as Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Loan Documents), including, without limitation, the reasonable and documented fees and disbursements of counsel (provided that (1) the Administrative Agent and the initial Lender shall be entitled to reimbursement for a single counsel and (2) ▇▇▇▇▇ Fargo as Collateral Agent, Custodian and Securities Intermediary shall be entitled to reimbursement for a single New York counsel and a single local counsel), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the Indemnified Parties (whether in their capacity as arranger, or, in transactions contemplated by the case of Bank One, NA in its capacity as Administrative Agent) in connection with Loan Documents or the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review, amendment, modification, and administration of (ii) the Loan Documents. The Borrower also agrees grant to reimburse the Indemnified Parties, the Issuing Bank Collateral Agent and the Lenders for of any costsLien, internal charges on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent or the Lenders of their rights and reasonable out-of-pocket expenses remedies (including, without limitation, all reasonable fees and expenses for attorneys for foreclosure) under any agreements creating any such Lien, (iv) the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees failure of the Indemnified PartiesCollateral Agent to have a valid and perfected Lien on any Collateral, the Issuing Bank or the Lenders(v) paid or incurred a breach by the Indemnified Parties (whether Borrower of any representation, warranty or covenant contained in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank any Loan Document or any Lender in connection with the collection and enforcement document relating to any Collateral or (vi) any loss arising from any action or inaction of the Loan Documents Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (includingother than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, without limitationas to any Indemnitee, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all such losses, claimsliabilities, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application costs incurred by reason of the proceeds gross negligence or willful misconduct of any Credit Extension hereundersuch Indemnitee as finally determined by a court of competent jurisdiction. The Borrower’s obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to taxes, which obligation shall be addressed solely by Section 11.4. (c) The Borrower shall pay, and hold the Agents and each of the Lenders harmless from and against, any and all present and future U.S. stamp, recording, transfer and other similar foreclosure related taxes with respect to the foregoing matters in this Section 12.3 and hold the Agents and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes. For the avoidance of doubt, any amounts paid pursuant to this Section 12.3(c) shall not be duplicative of amounts paid pursuant to Section 11.4.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent or Documentation Agent, as applicable, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Documentation Agent (including, without limitation, reasonable fees and disbursements of special counsel Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, internal charges (ii) all reasonable fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses (incurred by the Administrative Agent, Documentation Agent and each Bank, including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys disbursements of counsel for the Indemnified PartiesAdministrative Agent, which attorneys may be employees the Documentation Agent and each of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arrangerBanks, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys' fees and disbursements for which Borrower is obligated under this subsection (includinga)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, without limitation(B) counsel for Documentation Agent and (C) counsel for all of the Banks as a group; and provided, any workout). The further, that all other costs and expenses for which Borrower further agrees is obligated under this subsection (a)(iii) shall be limited to indemnify the Indemnified Parties, the Issuing Bank reasonable non-duplicative costs and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation Administrative Agent and Documentation Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, (2) counsel for Documentation Agent shall mean a single outside law firm representing Documentation Agent (which may or preparation therefor whether or may not such entity is a party theretobe the same law firm representing Administrative Agent) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application and (3) counsel for all of the proceeds Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing either or both of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAdministrative Agent or Documentation Agent).

Expenses; Indemnification. The Borrower shall agrees to reimburse the Indemnified Parties Administrative Agent on demand for any costs, internal charges and all reasonable out-of-pocket expenses (includingcosts, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modificationexpenses, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Partiescharges of engineers, the Issuing Bank appraisers and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lendersexternal legal counsel) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender Agent in connection with the collection Loans and to reimburse each of the Banks for reasonable out-of-pocket legal costs, expenses and charges incurred by each of the Banks in connection with the performance or enforcement of this Agreement, the Notes, or any other Loan Documents Documents; provided, however, that Borrower is not responsible for costs, expenses and charges incurred by the Bank Parties in connection with the administration or syndication of the Loans (including, without limitation, other than any workoutadministration fee payable to Administrative Agent). The Borrower further agrees to indemnify Administrative Agent, each Bank, Affiliates of the Indemnified Partiesforegoing, the Issuing Bank and each Lender and their respective directors, officers, employees, agentsagents and advisors from, attorneys and professional advisors against hold each of them harmless against, any and all losses, liabilities, claims, damages, penalties, judgments, liabilities and reasonable damages or expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which incurred by any of them may pay or incur arising out of or relating to this Agreementby reason of (w) the execution, delivery or performance of the other Loan Documents, the Projects, the transactions contemplated hereby Documents by Borrower or the direct or indirect application or proposed application use of the proceeds of the Loans or Letters of Credit, directly or indirectly, by Borrower, (x) any Credit Extension hereunderclaims by brokers due to acts or omissions by Borrower, (y) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loans, including without limitation, the reasonable fees and disbursements of third-party counsel incurred in connection with any such investigation or litigation or other proceedings or (z) third party claims or actions against any Bank or Administrative Agent relating to or arising from this Agreement and the transactions contemplated pursuant to this Agreement; provided, however, that such indemnification shall exclude any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the person to be indemnified as determined by a final and non-appealable judgment of a court of competent jurisdiction. The obligations of the Borrower under this Section 10.7 shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of this Agreementthe Loan Commitments.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Agents, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of special counsel (▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇) for the Indemnified PartiesAgents, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparationpreparation of this Agreement, negotiationany waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable all out-of-pocket expenses incurred by the Agents or any Lender, including reasonable fees and disbursements of counsel (including the cost of staff counsel when used in lieu of separate special counsel), in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) The Borrower shall indemnify each Lender and its directors, officers and employees for, and hold each Lender and its directors, officers and employees harmless from and against (i) any and all damages, losses and other liabilities of any kind, including, without limitation, judgments and costs of settlement, and (ii) any and all out-of-pocket costs and expenses of any kind, including, without limitation, reasonable fees and expenses disbursements of counsel, including the cost of staff counsel where used in lieu of separate special counsel, and any other costs of defense, including, without limitation, costs of discovery and investigation, for attorneys for the Indemnified Parties, the Issuing Bank such Lender and the Lenders, its officers and directors (all of which attorneys may shall be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred reimbursed by the Indemnified Parties Borrower monthly), suffered or incurred in connection with any investigative, administrative or judicial proceeding (whether in their capacity or not such Lender shall be designated a party thereto) relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that such Lender and its directors, officers and employees shall have no right to be indemnified or held harmless hereunder for its own gross negligence or willful misconduct as arranger, or, in the case finally determined by a court of Bank One, NAcompetent jurisdiction. The Borrower shall indemnify and hold harmless each Agent, in its capacity as Administrative Agent)an Agent hereunder, to the Issuing Bank or any Lender in connection with same extent that the collection Borrower indemnifies and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and holds harmless each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating pursuant to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementSection.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Indemnified Parties on demand for Administrative Agent, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including reasonable fees and disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costswaiver or consent hereunder or any amendment hereof or any Default or Event of Default or alleged Default or Event of Default, internal charges (ii) all reasonable fees and disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP in connection with the syndication of the Loans and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank (the Administrative Agent shall promptly submit any expenses of any of the Banks to Borrower for reimbursement), including fees and disbursements of counsel for the Administrative Agent and each of the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys’ fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing Administrative Agent). (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for at any time following the Indemnified Parties, which attorneys may be employees payment of the Indemnified PartiesObligations) paid be asserted against any Indemnitee, as a result of, or incurred arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Indemnified Parties (whether in their capacity as arranger, or, in Loan Documents or the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, deliverydelivery or performance of any Loan Document, review(ii) any violation by the Borrower, amendmentEQR or the Environmental Affiliates of any applicable Environmental Law, modification, and administration (iii) any Environmental Claim arising out of the Loan Documents. The Borrower also agrees to reimburse management, use, control, ownership or operation of property or assets by the Indemnified PartiesBorrower, EQR or any of the Issuing Bank and the Lenders for any costsEnvironmental Affiliates, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees on-site and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees off-site activities of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank Borrower or any Lender in connection with Environmental Affiliate involving Materials of Environmental Concern, (iv) the collection and enforcement breach of the Loan Documents (includingany environmental representation or warranty set forth herein, without limitationbut excluding those liabilities, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses (including, without limitation, all expenses a) for which such Indemnitee has been compensated pursuant to the terms of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, (b) incurred solely by reason of the other gross negligence, wilful misconduct, bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction, (c) violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) any liability of such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds indemnification set forth in this Section 9.3(b) in favor of any Credit Extension hereunderdirector, officer, agent or employee of Administrative Agent or any Bank shall be solely in his or her respective capacity as such director, officer, agent or employee. The Borrower’s obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementAgreement and the payment of the Obligations.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within 10 Domestic Business Days of the Indemnified Parties on demand for any costs, internal charges therefor (i) all reasonably incurred and reasonable invoiced out-of-pocket expenses (of the Administrative Agent and the Arrangers, including, without limitation, all reasonable fees for consultants charges related to the Platform and reasonable fees and expenses for attorneys disbursements of a single counsel for the Indemnified PartiesAdministrative Agent and the Arrangers, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, preparation and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesthis Agreement, the Issuing Bank any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and the Lenders for any costs(ii) if an Event of Default occurs, internal charges all reasonable and reasonable invoiced out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties Administrative Agent and each Lender, including fees and disbursements of a single counsel (whether and, if necessary, (A) a special counsel (without duplication) acting in their capacity as arrangerapplicable multiple jurisdictions or (B) a single local counsel in each relevant jurisdiction for the Administrative Agent and the Lenders and, orto the extent that an actual or reasonably perceived conflict of interest exists, in the case of Bank One, NA, in its capacity as Administrative Agentcounsel to each affected Indemnitee), the Issuing Bank or any Lender in connection with the collection such Event of Default and collection, bankruptcy, insolvency and other enforcement of the Loan Documents proceedings resulting therefrom. (including, without limitation, any workout). b) The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank each Agent and each Lender Lender, their respective Affiliates and their the respective directors, officers, employees, agents, attorneys employees and professional advisors of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, claimsactions, judgments, suits, damages, penaltiescosts and expenses of any kind, judgments, liabilities and reasonable expenses (including, without limitationlimitation the reasonable and invoiced fees and disbursements of counsel, all expenses of litigation which may be incurred by such Indemnitee in connection with any investigative, administrative or preparation therefor judicial proceeding (whether or not such entity is Indemnitee shall be designated a party theretothereto and regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower or any other Person) which any of them may pay brought or incur threatened relating to or arising out of this Agreement or relating to this Agreementany actual or proposed use of proceeds of Loans hereunder (all the foregoing, collectively, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application “indemnified liabilities”) and to reimburse each Indemnitee within 10 Domestic Business Days of the proceeds demand for any reasonable and invoiced out-of-pocket legal and other expenses incurred in connection with investigating or defending any of the foregoing; provided that no Indemnitee shall have the right to be indemnified hereunder for indemnified liabilities (i) found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct, (ii) that arise from a material breach in bad faith of the obligations of such Indemnitee under this Agreement or (iii) that result from any Credit Extension hereunder. The obligations dispute solely among Indemnitees that do not involve a material act or omission of the Borrower under this Section 10.7 shall survive or any of its Subsidiaries, other than claims against the termination of this AgreementAdministrative Agent or any Arranger in fulfilling its role as Administrative Agent or Arranger.

Expenses; Indemnification. The Borrower Whether or not the transactions contemplated hereby shall reimburse be consummated, the Indemnified Parties on demand Company shall pay, and save Prudential, each Purchaser and any Transferee harmless against liability for any coststhe payment of, internal charges and reasonable all out-of-pocket expenses arising in connection with such transactions, including (includingi) (A) all stamp and documentary taxes and similar charges, without limitation(B) costs of obtaining a private placement number for the Notes and (C) fees and expenses of brokers, all agents, dealers, investment banks or other intermediaries or placement agents, in each case as a result of the execution and delivery of this Agreement or the issuance of the Notes; (ii) reasonable fees for consultants document production and duplication charges and the reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred counsel engaged by the Indemnified Parties Purchasers and Transferees (whether but limited to those fees and expenses of (1) one external counsel, (2) to the extent reasonably required, one local counsel in their capacity as arrangereach relevant jurisdiction, orand (3) to the extent reasonably required, in the case of Bank One, NA in its capacity as Administrative Agentone regulatory counsel for such Persons) in connection with (A) this Agreement and the preparationtransactions contemplated hereby and (B) any subsequent proposed waiver, negotiationamendment or modification of, executionor proposed consent under, deliverythis Agreement, reviewwhether or not such the proposed action shall be effected or granted; (iii) the costs and expenses, amendmentincluding attorneys’ and financial advisory fees, modificationincurred by such Purchaser or such Transferee in enforcing (or determining whether or how to enforce) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the transactions contemplated hereby or by reason of such Purchaser’s or such Transferee’s having acquired any Note, including without limitation costs and administration expenses incurred in any workout, restructuring or renegotiation proceeding or bankruptcy case; and (iv) any judgment, liability, claim, order, decree, cost, fee, expense, action or obligation resulting from the consummation of the Loan Documentstransactions contemplated hereby, including the use of the proceeds of the Notes by the Company. The Borrower also agrees to Company will promptly pay or reimburse the Indemnified Partieseach Purchaser or holder of a Note (upon demand, the Issuing Bank and the Lenders in accordance with each such Purchaser’s or holder’s written instructions) for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) costs paid or incurred payable by such Purchaser or holder to the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender SVO in connection with the collection initial filing of this Agreement and enforcement all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO or any successor organization acceding to the authority thereof. The Company shall indemnify each holder of the Loan Documents Notes and each of its Related Parties (includingeach such Person being called an “Indemnitee”) against, without limitationand hold each Indemnitee harmless from, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (includingrelated expenses, without limitationincluding the fees, all expenses charges and disbursements of litigation any counsel for any Indemnitee, incurred by or preparation therefor whether or not such entity is a party thereto) which asserted against any of them may pay or incur Indemnitee arising out of, in connection with, or as a result of (i) the execution or relating to delivery of this Agreement, the Notes, any other Loan Note Documents, the Projectsperformance by the parties hereto of their respective obligations hereunder or under the Notes, the other Note Documents or the consummation of the transactions contemplated hereby or thereby, (ii) any Notes or the direct or indirect application or proposed application use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any Credit Extension hereunderproperty owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any of the Company’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of the Borrower Company under this Section 10.7 paragraph 11B shall survive the termination transfer of this Agreementany Note or portion thereof or interest therein by any Purchaser or Transferee and the payment of any Note.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Indemnified Parties on demand for any costs, internal charges and pay (i) all reasonable out-of-pocket expenses (includingof the Lead Arrangers and their affiliates, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys for the Indemnified Partiesdisbursements of special counsel, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, negotiation and administration preparation of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and (ii) all reasonable out-of-pocket expenses of the Lead Arrangers, the Administrative Agent and the affiliates of each Lead Arranger, including reasonable fees and disbursements of special counsel and reasonable fees and disbursements of accountants and any other advisors to the Lead Arrangers, the Administrative Agent and the affiliates of each Lead Arranger, in connection with the administration of the Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (iii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Lead Arrangers and each Bank Party including (without duplication) the fees and disbursements of special counsel and the allocated cost of internal counsel and the fees and disbursements of accountants and any other advisors to the Lead Arrangers or any Bank Party, in connection with any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify each Bank Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, all the reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lendersdisbursements of counsel, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender such Indemnitee in connection with the collection and enforcement any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Loan Documents (including, without limitation, or any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application actual or proposed application use of the proceeds of any Loans or Letters of Credit Extension hereunder. The obligations ; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of the Borrower under this Section 10.7 shall survive the termination of this Agreementcompetent jurisdiction.

Expenses; Indemnification. The Borrower shall reimburse (a) Whether or not the Indemnified Parties transactions contemplated by this Agreement are consummated (and whatever the reason or cause for any such failure to consummate except for an affirmative termination by the Purchasers or the failure of the Purchasers to negotiate in good faith), the Company hereby agrees to pay on demand all reasonable out-of-pocket and due diligence expenses incurred by the Purchasers (i) in connection with the transactions contemplated by this Agreement (including without limitation the reasonable fees and other expenses incurred by the Tudor Entities, and charges for fees and disbursements, not to exceed $25,000.00, of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel to the Tudor Entities) and the reasonable travel and out-of-pocket expenses of the representatives of the Purchasers and (ii) in connection with any costsamendments or waivers (whether or not the same become effective) hereof from time to time. In addition, internal charges and the Company hereby agrees to pay on demand all reasonable out-of-pocket expenses (including, including without limitation, all reasonable fees for consultants and limitation the reasonable fees and expenses charges for attorneys for disbursements of one counsel to the Indemnified Parties, which attorneys may be employees of the Indemnified PartiesPurchasers) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in Purchasers or any holder of any of the case of Bank One, NA in its capacity as Administrative Agent) Purchased Shares and any other Acquired Securities issued hereunder in connection with the preparationenforcement of any rights hereunder, negotiation, execution, delivery, review, amendment, modification, and administration or with respect to any of the Loan Documents. The Borrower also agrees to reimburse the Indemnified PartiesPurchased Shares, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, including without limitation, (a) the cost and expenses of preparing and duplicating this Agreement and the Purchased Shares and any other Acquired Securities; (b) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Purchased Shares and any other Acquired Securities sold to such Purchaser hereunder and any Purchased Shares and any other Acquired Securities delivered to such Purchaser in exchange therefor or upon any conversion, exercise, exchange, or substitution thereof; and (c) all reasonable taxes (other than taxes determined with respect to the income of a Purchaser), including any recording fees and expenses for attorneys for filing fees and documentary stamp and similar taxes at any time payable in respect of this Agreement or the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees issuance of any of the Indemnified PartiesPurchased Shares and any other Acquired Securities. (b) All covenants, agreements, representations, and warranties made herein or in the Issuing Bank Ancillary Agreements or any other document referred to herein or delivered to the Lenders) paid or incurred Purchasers pursuant hereto will be deemed to have been relied on by the Indemnified Parties (whether in their capacity as arrangerPurchasers, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank notwithstanding any investigation made by or any Lender in connection with the collection and enforcement on behalf of the Loan Documents (includingPurchasers, without limitation, any workout)and will survive the Closing. The Borrower further agrees to indemnify the Indemnified PartiesCompany will indemnify, the Issuing Bank defend, and hold harmless each Purchaser, and each Lender and their directorsof such Purchaser's partners, stockholders, officers, directors, employees, agents, attorneys and professional advisors representatives, from and against any and all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which Damages incurred by any of them may pay or incur arising out of in any capacity and resulting from or relating to this Agreement, the other Loan Documents, breach by the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds Company of any Credit Extension hereunder. of its representations, warranties, covenants, or agreements contained in this Agreement or in the Ancillary Agreements or any other document referred to herein or delivered to the Purchasers pursuant hereto, for two (2) years after the date on which each event or occurrence (or other act or omission) giving rise to the right to indemnification hereunder occurs. (c) The obligations of the Borrower Company under this Section 10.7 shall 8 will survive transfer of the Purchased Shares and any other Acquired Securities and the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties Company agrees to pay on demand for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees costs and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) Agent and each Lender in connection with the syndication, preparation, negotiation, execution, delivery, review, amendmentadministration, modification, and administration amendment of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, and the Projectsother documents to be delivered hereunder; including, without limitation, the reasonable fees and expenses of counsel for the Agent and each Lender with respect thereto and with respect to advising the Agent and each Lender as to its rights and responsibilities under the Loan Documents. The Company further agrees to pay on demand all costs and expenses of the Lenders, the Issuing Lender and the Agent, if any (including, without limitation, reasonable attorneys' fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Documents and the other documents to be delivered hereunder or in connection with the Loans made hereunder. (b) The Company agrees to indemnify and hold harmless each Lender, the Issuing Lender and the Agent and each of their respective Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.1(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its directors, shareholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Company agrees not to assert any claim against any Lender, the Issuing Lender, the Agent, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the direct or indirect application actual or proposed application use of the proceeds of the Loans and waives any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreementsuch claim it may now or hereafter have.

Expenses; Indemnification. The Borrower Borrowers shall reimburse the Indemnified Parties pay on demand for (i) all reasonable fees and expenses (not to exceed $50,000), including reasonable attorneys' fees and expenses, incurred by Lender in connection with the preparation, execution and delivery of, and the exercise of its duties under, this Agreement and the other Operative Documents, (ii) all reasonable fees and expenses, including reasonable attorneys' fees and expenses, incurred by Lender in connection with the preparation, execution and delivery of amendments and waivers hereunder and (iii) all reasonable fees and expenses, including reasonable attorneys' fees and expenses, incurred by Lender in connection with the enforcement or attempted enforcement of this Agreement or any costs, internal charges of the Obligations or in preserving any of Lender's rights and reasonable out-of-pocket expenses remedies (including, without limitation, all reasonable fees for consultants and reasonable such fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with any "workout" or restructuring affecting the preparationOperative Documents or the Obligations or any bankruptcy or similar proceeding involving any Borrower or any of its Affiliates). The Borrowers shall indemnify, negotiationreimburse and hold Lender, execution, delivery, review, amendment, modificationeach of Lender's members, and administration each of their respective successors, assigns, agents, officers, directors, shareholders, servants, agents and employees harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (including reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to a Borrower's property), or bodily injury to or death of any person (including any agent or employee of a Borrower) (each, a "Claim"), directly or indirectly relating to or arising out of the Loan Documentsuse of the proceeds of the Loan, the falsity of any representation or warranty of a Borrower or a Borrower's failure to comply with the terms of this Agreement or any other Operative Document during the Term. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (includingforegoing indemnity shall cover, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders(i) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender Claim in connection with a design or other defect (latent or patent) in any item of equipment included in the collection Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises of a Borrower, including any Claims asserted or arising under any Environmental Law, or (iv) any Claim for negligence or strict or absolute liability in tort; provided, however, that the Borrowers shall not indemnify Lender for any liability incurred by Lender as a result of Lender's gross negligence or willful misconduct. Such indemnities shall continue in full force and enforcement effect, notwithstanding the expiration or termination of the Loan Documents (including, without limitation, any workout)this Agreement. The Borrower further agrees to indemnify the Indemnified PartiesUpon Lender's written demand, the Issuing Bank Borrowers shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, and each Lender and of their respective, agents, employees, directors, officers, employeesshareholders, agentssuccessors and assigns, attorneys and professional advisors using counsel reasonably acceptable to such indemnitee against all lossesany indemnified Claim. The Borrowers shall not settle or compromise any Claim against or involving Lender without first obtaining Lender's written consent thereto, claimswhich consent shall not be unreasonably withheld. If Lender elects to assume its own defense in connection with an indemnified Claim, damagesthen Lender shall not settle or compromise such Claim without first obtaining Borrower's written consent thereto, penaltieswhich consent shall not be unreasonably withheld, judgmentsprovided that if Borrower does not consent thereto, liabilities and reasonable expenses (including, without limitation, all expenses then Borrower shall post security or a bond in the amount of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, Claim for the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application benefit of the proceeds of any Credit Extension hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this AgreementLender.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Indemnified Parties pay on demand for any costs, internal charges and reasonable (i) all out-of-pocket expenses (includingincurred by the Investors, without limitation, all reasonable fees for consultants and including reasonable fees and expenses for attorneys disbursements of counsel for the Indemnified PartiesInvestors, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with (A) the preparationInvestors' due diligence investigation and analysis of the Company and the Closing Transactions, negotiation, execution, delivery, review, amendment, modification(B) the preparation and negotiation of this Agreement and the other Transaction Documents and the closing of the transactions contemplated hereby and thereby, and administration (C) any waiver or consent which may be granted in connection herewith, or any amendment hereof or of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Partiesany other Transaction Document, the Issuing Bank and the Lenders for any costs(ii) if an Event of Default occurs, internal charges and reasonable all out-of-pocket expenses incurred by each holder of Securities, including (including, without limitation, all A) reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees disbursements of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case counsel to each holder of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender Securities in connection with the such Event of Default and collection and other enforcement proceedings resulting therefrom, and (B) reasonable fees of the Loan Documents auditors and consultants incurred by each holder of Securities in connection therewith. (including, without limitation, any workout). b) The Borrower further Company agrees to indemnify the Indemnified Partiesand hold harmless, the Issuing Bank each Investor and each Lender subsequent holder of Securities and their respective directors, officers, employees, agents, attorneys successors and professional advisors assigns (collectively, the "Indemnified Parties") from and against any and all liabilities, losses, claims, damages, penalties, judgments, liabilities costs and reasonable expenses of any kind (including, without limitation, all expenses the reasonable fees and disbursements of litigation counsel for the Indemnified Parties in connection with any investigative, administrative or preparation therefor judicial proceeding, whether or not any such entity is Indemnified Party shall be designated a party thereto) which may be incurred by any of them may pay Indemnified Party relating to or incur arising out of or relating to (a) this Agreement, the other Loan Transaction Documents, the Projects, the Closing Transactions and all other transactions contemplated hereby or the direct or indirect application thereby and (b) any actual or proposed application use of proceeds of the proceeds of any Credit Extension hereunder. The obligations issuance and sale of the Borrower under this Section 10.7 Securities hereunder, including without limitation, any liability, loss, damage, cost or expense incurred by any Indemnified Party with respect to, or resulting from any failure to comply with any or all Laws applicable to the Company or any of its Subsidiaries; provided, that, no Indemnified Party shall survive have the termination of this Agreementright to be indemnified hereunder for its own gross negligence or willful misconduct, IT BEING THE INTENTION HEREBY THAT THE INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the other Credit Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent (including the cost of internal counsel) with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Borrowers further agree to pay on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Credit Documents and the other documents to be delivered hereunder. (b) The Borrowers agree to indemnify and hold harmless the Administrative Agent and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys attorneys' fees) that may be employees of the Indemnified Parties) paid or incurred by the or asserted or awarded against any Indemnified Parties (whether in their capacity as arranger, orParty, in the each case arising out of Bank One, NA in its capacity as Administrative Agent) or in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration or by reason of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Indemnified PartiesCredit Documents, the Issuing Bank and the Lenders, which attorneys may be employees any of the Indemnified Parties, the Issuing Bank transactions contemplated herein or the Lenders) paid actual or incurred proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by the a court of competent jurisdiction to have resulted from such Indemnified Parties (whether in their capacity as arranger, or, in Party's gross negligence or willful misconduct. In the case of Bank Onean investigation, NAlitigation or other proceeding to which the indemnity in this Section 11.5 applies, in such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Borrower, its capacity as directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrowers agree not to assert any claim against the Administrative Agent), the Issuing Bank any Lender, any of their Affiliates, or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their respective directors, officers, employees, attorneys, agents, attorneys and professional advisors against all lossesadvisers, claimson any theory of liability, damagesfor special, penaltiesindirect, judgmentsconsequential, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur punitive damages arising out of or otherwise relating to this Agreement, the other Loan Credit Documents, the Projects, any of the transactions contemplated hereby herein or the direct or indirect application actual or proposed application use of the proceeds of the Loans. (c) Without prejudice to the survival of any Credit Extension other agreement of the Borrowers hereunder. The , the agreements and obligations of the Borrower under Borrowers contained in this Section 10.7 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreementthe Commitments hereunder.

Expenses; Indemnification. (i) The Borrower shall reimburse the Indemnified Parties on demand Agent and ▇▇▇▇▇ Fargo Securities, LLC for any all reasonable costs, internal charges and reasonable out-of-out of pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) a single external counsel paid or incurred by the Indemnified Parties (whether in their capacity as arrangerAgent or ▇▇▇▇▇ Fargo Securities, or, in the case of Bank One, NA in its capacity as Administrative Agent) LLC in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Indemnified PartiesAgent, the Issuing Bank Arrangers, the Swing Line Lender, the L/C Issuers and the Lenders for any all reasonable costs, internal charges and reasonable out-of-out of pocket expenses (including, without limitation, all reasonable including the attorneys’ fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lendersexternal counsel) paid or incurred by the Indemnified Parties (whether in their capacity as arrangerAgent, or, in the case of Bank One, NA, in its capacity as Administrative Agent)any Arranger, the Issuing Bank Swing Line Lender, any L/C Issuer or any Lender in connection with the collection and enforcement of the Loan Documents Documents. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Indemnified PartiesAgent, each Arranger, each L/C Issuer, the Issuing Bank Swing Line Lender, each Lender, their respective affiliates, and each Lender and of their directors, officers, employeesadvisors, agents, attorneys trustees and professional advisors employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor whether or not such entity the Agent, any Arranger, any L/C Issuer, the Swing Line Lender any Lender or any affiliate is a party theretothereto and whether or not such investigation, litigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors or any other party) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunderhereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrower under this Section 10.7 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties agrees to pay on demand all costs and expenses of the Agent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the other Credit Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Agent (including the reasonable cost of internal counsel) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Credit Documents. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the reasonable cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Credit Documents and the other documents to be delivered hereunder. (b) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities, costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys attorneys' fees) that may be employees of the Indemnified Parties) paid or incurred by the or asserted or awarded against any Indemnified Parties (whether in their capacity as arranger, orParty, in the each case arising out of Bank One, NA in its capacity as Administrative Agent) or in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration or by reason of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Indemnified PartiesCredit Documents, the Issuing Bank and the Lenders, which attorneys may be employees any of the Indemnified Parties, the Issuing Bank transactions contemplated herein or the Lenders) paid actual or incurred proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by the a court of competent jurisdiction to have resulted from such Indemnified Parties (whether in their capacity as arranger, or, in Party's gross negligence or willful misconduct. In the case of Bank Onean investigation, NAlitigation or other proceeding to which the indemnity in this Section 11.5 applies, in such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its capacity as Administrative Agent)directors, the Issuing Bank shareholders or creditors or an Indemnified Party or any Lender in connection with other Person or any Indemnified Party is otherwise a party thereto and whether or not the collection and enforcement of the Loan Documents (including, without limitation, any workout)transactions contemplated hereby are consummated. The Borrower further agrees not to indemnify assert any claim against the Indemnified PartiesAgent, the Issuing Bank and each Lender and any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, attorneys and professional advisors against all lossesadvisers, claimson any theory of liability, damagesfor special, penaltiesindirect, judgmentsconsequential, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur punitive damages arising out of or otherwise relating to this Agreement, the other Loan Credit Documents, the Projects, any of the transactions contemplated hereby herein or the direct or indirect application actual or proposed application use of the proceeds of the Loans. (c) Without prejudice to the survival of any Credit Extension other agreement of the Borrower hereunder. The , the agreements and obligations of the Borrower under contained in this Section 10.7 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreementthe Commitments hereunder.

Expenses; Indemnification. The (a) Borrower shall reimburse the Indemnified Parties agrees to pay on demand all reasonable costs and expenses of each Agent in connection with the syndication, preparation, execution, delivery, modification, and amendment of this Agreement, the other Loan Papers, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for Administrative Agent (including the cost of internal counsel) with respect thereto and with respect to advising Administrative Agent as to its rights and responsibilities under the Loan Papers. Borrower further agrees to pay on demand all reasonable costs and expenses of Administrative Agent and Banks, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Papers and the other documents to be delivered hereunder. (b) Borrower agrees to indemnify and hold harmless each Agent and each Bank and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys attorneys' fees) that may be employees of the Indemnified Parties) paid or incurred by the or asserted or awarded against any Indemnified Parties (whether in their capacity as arranger, orParty, in the each case arising out of Bank One, NA in its capacity as Administrative Agent) or in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration or by reason of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Indemnified PartiesLoan Papers, the Issuing Bank and the Lenders, which attorneys may be employees any of the Indemnified Parties, the Issuing Bank transactions contemplated herein or the Lenders) paid actual or incurred proposed use of the proceeds of the Loan (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by the a court of competent jurisdiction to have resulted from such Indemnified Parties (whether in their capacity as arranger, or, in Party's gross negligence or willful misconduct. In the case of Bank Onean investigation, NAlitigation or other proceeding to which the indemnity in this Section 15.3 applies, in such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its capacity as Administrative Agent)directors, the Issuing Bank shareholders or creditors or an Indemnified Party or any Lender in connection with other Person or any Indemnified Party is otherwise a party thereto and whether or not the collection and enforcement of the Loan Documents (including, without limitationtransactions contemplated hereby are consummated. Borrower agrees not to assert any claim against any Agent, any workout). The Borrower further agrees to indemnify the Indemnified PartiesBank, the Issuing Bank and each Lender and any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, attorneys and professional advisors against all lossesadvisers, claimson any theory of liability, damagesfor special, penaltiesindirect, judgmentsconsequential, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur punitive damages arising out of or otherwise relating to this Agreementthe Loan Papers, the other Loan Documents, the Projects, any of the transactions contemplated hereby herein or the direct or indirect application actual or proposed application use of the proceeds of the Loan. (c) Without prejudice to the survival of any Credit Extension other agreement of Borrower hereunder. The , the agreements and obligations of the Borrower under contained in this Section 10.7 15.3 shall survive the termination payment in full of the Loans and all other amounts payable under this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Indemnified Parties agrees to pay on demand for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees costs and expenses for attorneys for of Administrative Agent and the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) Arranger in connection with the syndication, preparation, negotiation, execution, delivery, review, amendmentadministration, modification, and administration amendment of the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Indemnified Parties, the Issuing Bank and each Lender and their directors, officers, employees, agents, attorneys and professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, and the Projectsother documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and the Arranger (including the cost of internal counsel) with respect thereto and 55 63 with respect to advising Administrative Agent as to its Rights and responsibilities under the Loan Documents. The Borrower further agrees to pay on demand all costs and expenses of the Credit Parties, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Documents and the other documents to be delivered hereunder. (b) The Borrower agrees to indemnify and hold harmless the Credit Parties and each of their respective Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Obligation (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation, or other proceeding to which the indemnity in this SECTION 12.11 applies, such indemnity shall be effective whether or not such investigation, litigation, or proceeding is brought by any Company, its directors, shareholders, or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Credit Parties or any of their respective Affiliates or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the direct or indirect application actual or proposed application use of the proceeds of any Borrowing. (c) No Credit Extension Party or any Affiliate, officer, director, employee, attorney, or agent of any Credit Party shall be liable for any error of judgment or act done in good faith, or be otherwise liable or responsible under any circumstances whatsoever (INCLUDING SUCH PERSON'S NEGLIGENCE), except for such Person's gross negligence or willful misconduct. No Credit Party or any Affiliate, officer, director, employee, attorney, or agent of any Credit Party shall have any liability with respect to, and each Company hereby waives, releases, and agrees not to sue ▇▇y of them upon, any claim for any special, indirect, incidental, or consequential damage suffered or incurred by any Company or any of its Affiliates in connection with, arising out of, or in any way related to this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. Each Company hereby waives, releases, and agrees not to sue ▇▇y Credit Party or any Affiliate, officer, director, employee, attorney, or agent of any Credit Party for exemplary or punitive damages in respect of any claim in connection with, arising out of, or in any way related 56 64 to this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder. The , the agreements and obligations of the Borrower under contained in this Section 10.7 SECTION 12.11 shall survive the termination payment in full of the Obligation and all other amounts payable under this Agreement.