Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowertherefor. The obligations of the Borrower under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of CreditLoans, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative AgentAgent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent)Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement . The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such fees and expenses LC Issuer in connection with the issuance or Modification of any Facility LC or any demand for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agentpayment thereunder. The Borrower also agrees to reimburse the Administrative Agent Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or the Lenders), a Lender) paid or incurred by the Administrative Agent Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further also agrees to indemnify the Administrative Agent, each Lender and their Affiliatespay any civil penalty or fine assessed by OFAC against, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities reasonable costs and expenses (including, without limitation, all reasonable including counsel fees and expenses for attorneys of the indemnified partiesdisbursements) incurred in connection with defense thereof by, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession a result of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations conduct of the Borrower under this Section shall survive the termination of the Agreementthat violates a sanction enforced by OFAC.

Expenses; Indemnification. 9.6.1 The Borrower shall reimburse the Administrative Agent and each Arranger for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including, without limitation, all including reasonable fees for consultants and fees time charges of attorneys and reasonable expenses for attorneys paralegals for the Administrative Agent, which attorneys may be employees of the Administrative Agent), but limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all such parties (taken as a whole) and, if reasonably necessary, a single local counsel for all such parties (taken as a whole) 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 indemnified parties similarly situated and taken as whole) and reasonable expenses of and fees for other advisors and professionals engaged by the Agent or any Arranger) paid or incurred by the Administrative Agent or any Arranger in connection with the administrationinvestigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and the Lenders for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including, without limitation, all including attorneys’ and paralegals’ fees and reasonable time charges and expenses for of attorneys and paralegals for the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Administrative Agent for 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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, all reasonable fees for consultants and invoiced fees and reasonable expenses for attorneys 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 attorneys may the Borrower is obligated under this subsection (a)(iii) shall be employees 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), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one (1) counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for shall mean a single outside law firm representing the Administrative Agent. The Borrower also agrees to reimburse , (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 Agent) and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional 3) counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel Banks as necessary in a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the event of an actual or potential conflict of interest among the Lenders and same law firm representing the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement).

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Administrative Agent Agent, the Arrangers and their respective Affiliates for any costs, internal charges and reasonable out-of-pocket costs and expenses documented in reasonable detail (including, without limitation, all reasonable fees for consultants and limited in the case of legal fees and expenses, to the reasonable expenses for attorneys fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the Administrative Agentforegoing collectively), which attorneys may be employees upon presentation of the Administrative Agent)a reasonably detailed statement of all such costs and expenses, paid or incurred by the Administrative Agent Agent, the Arrangers and their respective Affiliates in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration (including, without limitation, preparation of the reports described below) of the Loan DocumentsDocuments (which, provided that reimbursement for such fees in the case of preparation, negotiation, execution, delivery and expenses for attorneys will administration of the Loan Documents shall be limited to one a single counsel for the Administrative Agent and, if applicable, one and a single local counsel in each material jurisdiction relevant jurisdiction), as well as all reasonable out-of-pocket costs and expenses incurred by the Issuers in connection with the issuance, amendment, renewal or extension of Facility Letters of Credit or any demand for the Administrative Agentpayment thereunder. The Borrower Company also agrees to reimburse the Administrative Agent Agent, the Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket costs and expenses (including, without limitation, all limited in the case of legal fees and reasonable expenses for attorneys expenses, to the fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the Administrative Agent foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Company of such conflict and the Lendersthereafter retains its own counsel, of another firm of counsel for such affected person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which attorneys may be employees include a single firm of the Administrative Agent or the Lenders), special counsel acting in multiple jurisdictions) for such affected person) paid or incurred by the Administrative Agent Agent, any Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative AgentAgent and Xxxxx Fargo Securities, which attorneys may be employees of the Administrative Agent)Agent and/or Xxxxx Fargo Securities, but excluding attorneys’ fees other than those incurred by the Administrative Agent and/or Xxxxx Fargo Securities) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent Agent, a Joint Lead Arranger, an LC Issuer, the Swingline Lender or the Lenders), a Lender) paid or incurred by the Administrative Agent Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further also agrees to indemnify the Administrative Agent, each Lender and their Affiliatespay any civil penalty or fine assessed by OFAC against, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities reasonable costs and expenses (including, without limitation, all reasonable including counsel fees and expenses for attorneys of the indemnified partiesdisbursements) incurred in connection with defense thereof by, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession a result of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations conduct of the Borrower under this Section shall survive the termination of the Agreementthat violates a sanction enforced by OFAC.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, each Lender and their Affiliates, and their directors, employees, directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Syndication Agent, the Documentation Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowertherefor. The obligations of the Borrower under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger, the LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arranger, the LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger, the LC Issuer or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (includingDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, any workout), provided that reimbursement for such fees costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for attorneys will internal use by Administrative Agent from information furnished to it by or on behalf of the Borrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement. Notwithstanding the foregoing, the obligation to reimburse the Administrative Agent, the Arranger, the LC Issuer or any Lender in connection with the matters described above shall be limited to one primary counsel, and one additional local counsel in each applicable jurisdiction, for the Administrative Agent, one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, Lenders other than the Administrative Agent and additional counsel as necessary in the event light of an actual or potential conflict conflicts of interest among or the Lenders and the Administrative Agent. The Borrower further agrees to indemnify availability of different claims or defenses for the Administrative Agent, each Lender and their Affiliatesthe Arranger, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent LC Issuer or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. The Borrower Parent shall reimburse the Administrative Agent and the Arrangers for any out-of-pocket expenses (including reasonable and reasonably documented attorneys’ fees and time charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (which may be a single counsel acting in multiple material jurisdictions) for the Administrative Agent or the Arrangers) paid or incurred by the Administrative Agent or the Arrangers 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 Parent also agrees to reimburse the Administrative Agent, the Arrangers and the Lenders for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent Arrangers and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arrangers or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arrangers or any Lender in connection with the collection and of the Obligations or the enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower Parent further agrees to indemnify the Administrative Agent, the Arrangers and each Lender and Lender, their Affiliatesrespective affiliates, and each of their partners, trustees, administrators, advisors, agents, directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Arrangers or any Lender or any affiliate is a party theretothereto and whether brought by the Parent or any other Person) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, Credit Extension hereunder except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as they are determined in a final non-appealable judgment of by a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The Borrower agrees not to assert This Section 9.6 shall supersede any claim against and all indemnification provisions entered into before the date hereof among the Parent and the Administrative Agent or any LenderAgent, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents Arrangers and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the BorrowerLenders. The obligations of the Borrower Parent under this Section 9.6 shall survive the termination of the this Agreement. This Section 9.6 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (i) The Borrower Borrowers shall reimburse the Administrative Agent and the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration (including, without limitation, preparation of the reports described below) of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent Agent, the Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arranger and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents Documents. The Borrowers acknowledge and agree that from time to time the Agent may prepare and may distribute to the Lenders (includingbut shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to any Borrower's and Guarantors' assets for internal use by the Agent from information furnished to it by or on behalf of the Borrowers, without limitationafter the Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any workout)Lender requests copies of any future similar Reports which the Agent has prepared, then the Agent will provide such reports to such Lender provided that reimbursement for such fees and expenses for attorneys will be limited Lender has executed an indemnity agreement acceptable to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower Borrowers further agrees to indemnify acknowledge and agree that the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent its agents or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application representatives may conduct reasonable comprehensive field audits of the proceeds Property of any Loan hereunderthe Company and each Subsidiary, except financial or accounting records of the Company and each Subsidiary and other documents of the Company and each Subsidiary, in each case only to the extent that any of the foregoing arise out of is reasonably related to the gross negligence or willful misconduct of credit evaluation by the party seeking indemnification therefor as determined in a final non-appealable judgment Agent and the Lenders under this Agreement, provided that (x) other than after the occurrence and during continuance of a court of competent jurisdiction. The Borrower agrees not to assert Default, no more than one such comprehensive field audit shall be conducted in any claim against fiscal year and (y) only after the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys occurrence and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee continuance of a Lender’s interest in and to Default shall such field audits be at the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the AgreementCompany's expense.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent Agents and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants attorneys’ and paralegals’ fees and reasonable expenses for time charges of attorneys for the Administrative each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Administrative Agent), Arrangers) paid or incurred by any Agent or the Administrative Agent Arrangers in connection with the administrationinvestigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, modification and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agents, the Arrangers, the Issuing Bank and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ and paralegals’ fees and reasonable time charges and expenses for of attorneys and paralegals for the Administrative Agent Agents, the Arrangers, the Issuing Bank and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent Agents, the Arrangers, the Issuing Bank or the Lenders), ) paid or incurred by the Administrative Agent Agents, the Arrangers, the Issuing Bank or any Lender in connection with (i) the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreementany workout, (iii) the establishment restructuring or negotiations in respect of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdictionObligations. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused Expenses being reimbursed by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time to time either Agent may prepare and may distribute to the Lenders (but shall survive have no obligation or duty to prepare or to distribute to the termination Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Administrative Agent, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent for and the Syndication Agent (including reasonable fees and disbursements of special counsel Skadden, Arps, Slate, Xxxxxxx & Xxxx 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, Xxxxxxx & Xxxx LLP in connection with the syndication of the Loans and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with and each Bank (the administration, amendment, modification, and enforcement Administrative Agent shall promptly submit any expenses of any of the Loan DocumentsBanks to Borrower for reimbursement), provided that reimbursement for such including fees and expenses for attorneys will be limited to one disbursements of counsel for the Administrative Agent and, if applicable, one local counsel in and each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders)Banks, paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (includingand the instruments referred to therein and such Event of Default and collection, without limitationbankruptcy, any workout)insolvency and other enforcement proceedings resulting therefrom; provided, provided however, that reimbursement for such the attorneys’ fees and expenses disbursements for attorneys will which Borrower is obligated under this subsection (a)(iii) shall be limited to one additional the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the LendersBanks as a group; and provided, if applicablefurther, one additional counsel per specialty area that all other costs and one local counsel per applicable jurisdiction, expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and additional counsel as necessary in the event expenses of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against (2) counsel for all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses 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 litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementand/or Syndication Agent).

Expenses; Indemnification. The Borrower Whirlpool shall reimburse the Administrative Agent and the Fronting Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), attorneys’ fees) paid or incurred by the Administrative Agent and the Fronting Agent in connection with the administrationpreparation, negotiation review, execution, delivery, amendment, modification, modification and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Whirlpool also agrees to reimburse the Administrative Agent, the Fronting Agent and the Lenders for any reasonable costs, internal charges and out-of-of- pocket expenses (including, without limitation, all including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, the Fronting Agent and the Lenders, which attorneys may be employees of the Administrative Agent, the Fronting Agent or the Lenders), any Lender) paid or incurred by the Administrative Agent, the Fronting Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower Whirlpool further agrees to indemnify the Administrative Agent, the Fronting Agent, each Issuing Lender and each Lender and each of their Affiliates, and their respective directors, employeesofficers, affiliates, agents and officers employees (each an “Indemnified Person”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Fronting Agent, an Issuing Lender, a Lender or any Lender other Indemnified Person is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit hereunder; provided, except however, that Whirlpool shall not be liable to the extent that any of the foregoing arise out of the Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or expense resulting from such Indemnified Person’s gross negligence or willful misconduct of misconduct. Notwithstanding anything in this Credit Agreement to the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against contrary, Whirlpool shall indemnify the Administrative Agent Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of making Advances or otherwise relating to any facility hereunder, the actual or proposed use issuing Letters of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or Credit in Agreed Currencies other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerthan Dollars. The obligations of the Borrower Whirlpool under this Section 10.06 shall survive the termination of the this Credit Agreement.

Expenses; Indemnification. The Borrower shall reimburse pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent for any costsand its Affiliates, internal including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent Issuing Bank in connection with the administrationissuance, amendment, modification, renewal or extension of any Letter of Credit or any demand for payment thereunder and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and (iii) all out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities costs and expenses (including, without limitation, all the reasonable fees fees, charges and expenses for attorneys disbursements of the indemnified parties, all expenses of litigation or preparation therefore whether or not outside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender is a party thereto) which any in connection with the enforcement or protection of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) its rights in connection with this Agreement and the other Loan Documents, (v) including its rights under this ‎Section 10.3, or in connection with the ProjectsLoans made or any Letters of Credit issued hereunder, (vi) including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Lender other Loan Party arising out of, in connection with, or as creditors in possession a result of Borrower’s information, (viii) the Administrative Agent execution or delivery of this Agreement, any other Loan Document or any Lender as material creditors being alleged to have direct agreement or indirect influenceinstrument contemplated hereby or thereby, (viii) the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby, hereby or thereby; (ixii) any Loan or Letter of Credit or the direct or indirect application use or proposed application use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites; (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 Borrower or any other Loan hereunderParty, except 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 any such losses, claims, damages, liabilities or related expenses (x) are determined by a court of the foregoing arise out 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 the party seeking indemnification therefor Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined in a final non-appealable judgment of by a court of competent jurisdiction. The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraphs (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender's Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. To the extent permitted by applicable law, the Borrower shall not to assert assert, and hereby waives, any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agentsIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of of, in connection with or otherwise relating to as a result of, this Agreement, any facility hereunderother Loan Document or any agreement or instrument contemplated hereby or thereby, the actual transactions contemplated herein or proposed use of the Loans therein, any Loan or any Letter of CreditCredit or the use of 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 information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. The Borrower agrees that during the term of the Agreement, it shall All amounts due under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense this ‎Section 10.3 shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementpayable promptly after written demand therefor.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any covenants and agrees to pay all costs, internal expenses and charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified partiescounsel, all expenses of litigation or preparation therefore whether or not the engineers, appraisers and consultants) incurred by Administrative Agent, Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to in connection with (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment preparation for and consummation of the Facility, (iv) transactions contemplated hereby or for the performance hereof and of the other Loan Documents, and for any services which may be required in addition to those normally and reasonably contemplated hereby and (vii) the Projectsenforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (x) the fees and expenses of legal counsel for any Lender other than UBS incurred in connection with said counsel's review of this Agreement and the other Loan Documents prior to execution, (viy) costs, expenses and charges incurred by Administrative Agent and Lenders in connection with the administration of the Loan (other than the administration fee separately agreed to by Borrower and Administrative Agent and the reasonable fees and expenses of Administrative Agent's counsel) and (z) the fees and expenses of any Participant or Assignee or their respective counsel. In connection with the foregoing, Lenders agree, to the extent practicable, to appoint a single counsel and local counsel, selected by Administrative Agent, to act on behalf of all Lenders in connection with the enforcement of the Loan Documents. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and Administrative Agent or any Lender as creditors in possession of Borrower’s informationpays such costs, (vii) the charges or expenses, Borrower shall reimburse Administrative Agent or such Lender, as appropriate, on demand for the amounts so paid, together with interest thereon at the Default Rate for Base Rate Loans from the date of demand. Borrower agrees to indemnify Administrative Agent and each Lender and their respective directors, officers, employees and agents from, and hold each of them harmless against, any Lender as material creditors being alleged and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of (A) any claims by brokers due to have direct acts or indirect influence, (viii) the transactions contemplated hereby, omissions by Borrower or (ixB) the direct any investigation or indirect application litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed application use by Borrower of the proceeds of the Loans, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any Loan hereundersuch investigation or litigation or other proceedings (but excluding any such losses, except to the extent that any of the foregoing arise out liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not Person to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerindemnified). The obligations of the Borrower under this Section and under Article III shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the AgreementLoans.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges reasonable and documented out-of-pocket costs and expenses (includingbut, without limitationin the case of third-party consultants, all limited to reasonable fees for consultants engaged, unless an Unmatured Default or Default exists at the time of such engagement, with the consent of the Borrower (such consent not to be unreasonably conditioned, withheld or delayed) and in the case of counsel to the Administrative Agent, limited to reasonable fees and reasonable expenses for attorneys one external counsel for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement amendment or modification of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and documented out-of-pocket costs and expenses (includingbut, without limitationin the case of counsel, all limited to reasonable fees and reasonable expenses for attorneys one external counsel for the Administrative Agent and the Lenders, which attorneys may be employees of taken as a whole, and if reasonably determined by the Administrative Agent to be needed due to differences between the Administrative Agent and the Lenders and arising after a Default or in the Lenders)event of any actual conflict of interests, one additional counsel for each group of such similarly affected Persons) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their respective directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (includingbut, without limitationin the case of counsel to such indemnified persons, all limited to reasonable fees and documented out-of-pocket fees, and expenses for attorneys one external counsel to such indemnified parties (and if reasonably determined by the Administrative Agent to be needed due to differences between the Administrative Agent and the Lenders and arising after a Default or in the event of any actual conflict of interests among the indemnified parties, one additional counsel for each group of such similarly affected Persons), and all other reasonable and documented out-of-pocket expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise (a) out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment or of a court any Affiliate of competent jurisdictionsuch party or (b) from claims of an indemnified party against any Affiliate of such indemnified party or (c) from internal disputes among the Administrative Agent and the Lenders. The To the extent permitted by applicable law, (x) the Borrower agrees shall not to assert assert, and hereby waives, any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agentsthe foregoing indemnified parties, 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, any Loan or Facility Letter of Credit or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or proceeds thereof, provided that the foregoing shall not apply to any Letter of Credit, claims brought by any other third party and (y) the Loan Documents or Administrative Agent and the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it Lenders shall under no circumstances claimnot assert, and hereby waiveswaive, any right claim against any of offsetthe Borrower and any other Loan Party, counterclaim on any theory of liability, for special, indirect, consequential or defense against the Administrative Agent punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any Lender with respect agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the use of the proceeds thereof, provided that the foregoing shall not apply to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding claims brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerother third party. The obligations of the Borrower to the Administrative Agent and the Lenders under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. (a) The Borrower Loan Parties shall, on a joint and several basis, pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of one (1) counsel for the Administrative Agent, the Lead Arrangers and their respective Affiliates and, to the extent reasonably necessary, special and one (1) local counsel in each jurisdiction for the Administrative Agent, the Lead Arrangers and their respective Affiliates (and in the event of any actual or potential conflict of interest, one (1) additional counsel for the Administrative Agent, the Lead Arranger or Affiliate subject to such conflict), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall reimburse be consummated), including the reasonable fees, charges and disbursements of one (1) counsel for the Administrative Agent and the Lead Arrangers and, to the extent reasonably necessary, special and one (1) local counsel in each jurisdiction for the Administrative Agent, the Lead Arrangers and their respective Affiliates (and in the event of any costsactual or potential conflict of interest, internal charges and one (1) additional counsel for the Administrative Agent, the Lead Arranger or Affiliate subject to such conflict), (ii) all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent Issuing Bank in connection with the administrationissuance, amendment, modification, renewal or extension of any Letter of Credit or any demand for payment thereunder and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any (iii) all reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities costs and expenses (including, without limitation, all the reasonable fees fees, charges and expenses disbursements 109 of one (1) counsel for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, the Lead Arrangers, the Issuing Bank and the Lenders and, to the extent reasonably necessary, special and one (1) local counsel in each jurisdiction for the Administrative Agent, the Lead Arrangers, the Issuing Bank and the Lenders (and in the event of any actual or potential conflict of interest, one (1) additional counsel for the Administrative Agent, the Lead Arranger, the Issuing Bank, the Lender and Affiliate subject to such conflict)) incurred by the Administrative Agent, the Lead Arrangers, the Issuing Bank or any Lender is a party thereto) which any in connection with the enforcement or protection of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) its rights in connection with this Agreement and the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, including its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower rights under this Section shall survive 11.3, or in connection with the termination Loans made or any Letters of the AgreementCredit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent 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 reasonable expenses for attorneys for the Administrative AgentIndemnified Parties, which attorneys may be employees of the Administrative Agent), 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 administrationpreparation, negotiation, execution, delivery, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Indemnified Parties, the Issuing Bank and the Lenders for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys for the Administrative Agent Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Administrative Agent 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 Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative AgentIndemnified Parties, the Issuing Bank and each Lender and their Affiliatesdirectors, and their directorsofficers, employees, agents, attorneys and officers professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, or any Lender such entity is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section 10.7 shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower Company and each Borrowing Subsidiary, jointly and severally, shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse i) the Administrative Agent and the Lenders Arranger for any reasonable costs, internal charges and out-of-pocket expenses (includingincluding reasonable attorneys' fees and, without limitationin connection with the preparation, all fees execution and reasonable expenses for delivery of the Loan Documents, time charges of attorneys for the Administrative Agent and and/or the LendersArranger, which attorneys may be employees of the Administrative Agent or and/or the Lenders)Arranger) including title insurance premiums, lien search charges, recording taxes, filing charges and other similar expenses paid or incurred by the Administrative Agent or the Arranger in connection with the preparation, review, execution, delivery, amendment, modification and administration of the Loan Documents, provided the attorney's fees for the Administrative Agent's outside counsel in connection with the preparation, execution and delivery of the Loan Documents shall not exceed the amount set forth in the letter agreement dated October 19, 1998 and (ii) the Administrative Agent, the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Administrative Agent, the Arranger or the Lenders) paid or incurred by the Administrative Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided except to the extent that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all a court of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and competent jurisdiction rules against the Administrative Agent, the Arranger or the Lenders in a final non-appealable judgment in any such collection or enforcement action), 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 or any Borrowing Subsidiary. The Borrower Company and each Borrowing Subsidiary, jointly and severally, further agrees agree to indemnify the Administrative Agent, the Arranger and each Lender and Lender, their Affiliates, and their respective directors, employees, officers and officers employees (the "Indemnitees") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Arranger 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 (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder; provided, except however, that neither the Company nor any Borrowing Subsidiary shall be liable to any Indemnitee for any Indemnified Amounts to the extent that any a court of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as competent jurisdiction has determined in a final non-appealable judgment of a court of competent jurisdictionthat the foregoing resulted from such Indemnitee's Gross Negligence or willful misconduct. The Borrower agrees not Company and each Borrowing Subsidiary further agree (y) to assert any claim against the Administrative Agent no claims for consequential, special, indirect or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, punitive damages on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to liability in connection in any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, way with the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances evidenced thereby and (z) not to settle any claim, and hereby waives, any right of offset, counterclaim litigation or defense against the Administrative Agent or any Lender with respect proceeding relating to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take or the same free transactions evidenced thereby unless such settlement releases all Indemnitees from any and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor liability in respect of such documents, and no transaction or unless each Indemnitee approves such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowersettlement. The obligations of the Borrower Company and each Borrowing Subsidiary under this Section 10.6 shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower Transferor and ICP jointly and severally shall reimburse pay on demand (a) all reasonable out-of- pocket fees and expenses (including reasonable attorneys' fees and expenses) of the Administrative Agent Purchaser incurred in connection with the preparation, execution, delivery, administration, amendment, modification and waiver of the Transaction Documents and the making and repayment of the Purchase, including any Servicer or collection agent fees paid to any third party for any costs, internal charges services rendered to the Purchaser in collecting the Receivables and (b) all reasonable out-of-pocket fees and expenses of the Purchaser (includingincluding reasonable attorneys' fees and expenses of its counsel) incurred in connection with performance by the Agent of its administrative duties under this Agreement, without limitationany consulting performed by the Agent at the request of the Transferor, and the enforcement of the Transaction Documents against Transferor, Servicer, Guarantor and the Sellers and in connection with any workout or restructuring of the Transaction Documents. In addition, Transferor will pay any and all reasonable fees for consultants stamp and other taxes and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may payable or determined to be employees of the Administrative Agent), paid or incurred by the Administrative Agent payable in connection with the administrationexecution, amendmentdelivery, modificationfiling, recording or enforcement of this Agreement or any payment made under the Transaction Documents, and enforcement hereby indemnifies and saves the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay the taxes and fees. Transferor and ICP jointly and severally agree to reimburse and indemnify the Purchaser and its officers, directors, shareholders, controlling Persons, employees and agents (collectively, the "Indemnitees") from and against any and all actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be imposed on, asserted against or incurred or suffered by the Loan Documents, provided that reimbursement for such Purchaser (including fees and expenses for attorneys will be limited of legal counsel, accountants and experts) in any way relating to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agentor arising out of any Transaction Document. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees Additional amounts sufficient to indemnify the Administrative Agent, each Lender and their AffiliatesPurchaser or other Indemnitees under this Section 8.5 shall constitute "Additional Amounts" for purposes of the Supplement, and their directorsthe Purchaser or other Indemnities shall be entitled to receive these additional amounts, employees, solely from amounts allocated thereto and officers against all losses, claims, damages, penalties, judgments, liabilities paid pursuant to the Supplement. Notwithstanding the foregoing (and expenses with respect to clause (includingx) below, without limitation, all reasonable fees and expenses for attorneys prejudice to the rights that an Indemnitee may have pursuant to the other provisions of the Transaction Documents), in no event shall any Indemnitee be indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or against any Lender is a party theretoamounts (w) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the resulting from gross negligence or willful misconduct on the part of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, such Indemnitee (or any of their or their respective Affiliates’ its officers, directors, employees, attorneys affiliates or agents) or the failure of such Indemnitee to perform its obligations under the Transaction Documents, (x) to the extent they include amounts in respect of Receivables and agentsreimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor or (y) to the extent they are or result from lost profits (other than any interest or prepayment premium or early termination amount). If for any reason the indemnification provided in this section is unavailable to an Indemnitee or is insufficient to hold it harmless, then Transferor and ICP jointly and severally shall contribute to the amount paid by the Indemnitee as a result of any loss, claim, damage or liability in a proportion that is appropriate to reflect not only the relative benefits received by the Indemnitee on any theory of liabilitythe one hand and Transferor and ICP on the other hand, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, but also the actual or proposed use relative fault of the Loans or Indemnitee (if any), Transferor and ICP and any Letter of Credit, other relevant equitable considerations; provided that the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it Transferor shall under no circumstances claimnot, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due shall not be obligated to, related pay any amount pursuant to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in this Section unless and to the Agreement, its Note and extent that the other Loan Documents shall take Transferor has funds available to pay such amounts or funds are allocated thereafter to the same free and clear Transferor pursuant to the penultimate paragraph of all offsets, counterclaims Section 4.3 or defenses which are unrelated to such documents which priority fifth of Section 4.4 of the Borrower may otherwise have against any assignor of such documentsSupplement, and no such unrelated counterclaim or defense there shall be interposed no recourse to Transferor for all or asserted by any part of any amounts payable pursuant to this section if the Borrower in funds are at any action time insufficient to make all or proceeding brought by part of any such assignee upon such documents and payments. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementinsufficiency.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or such Joint Lead Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, each Joint Lead Arranger, each LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, each Joint Lead Arranger, each LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent Agent, a Joint Lead Arranger, an LC Issuer or the Lenders), a Lender) paid or incurred by the Administrative Agent Agent, either Joint Lead Arranger, any LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors Expenses being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused reimbursed by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section include reasonable costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Wachovia may prepare and may distribute to the Lenders (but shall survive have no obligation or duty to prepare or to distribute to the termination Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Wachovia from information furnished to it by or on behalf of the Borrower, after Wachovia has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (i) The Borrower Borrowers shall reimburse the Administrative Agent and the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration (including, without limitation, preparation of the reports described below) of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent Agent, the Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arranger and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents Documents. The Borrowers acknowledge and agree that from time to time the Agent may prepare and may distribute to the Lenders (includingbut shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to any Borrower's and Guarantors' assets for internal use by the Agent from information furnished to it by or on behalf of the Borrowers, after the Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any Lender requests copies of any future similar Reports which the Agent has prepared, then the Agent will provide such reports to such Lender provided that such Lender has executed an indemnity agreement acceptable to the Agent. The Borrowers further acknowledge and agree that the Agent or any of its agents or representatives may conduct comprehensive field audits of its books, records, properties and assets and of the books, records properties and assets of each Subsidiary of the Company, including without limitationlimitation all Collateral subject to the Collateral Documents, any workout)at the Borrowers' expense, provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except prior to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment occurrence of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under Default no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to more than one such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense comprehensive field audits shall be interposed or asserted by the Borrower conducted in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementfiscal year.

Expenses; Indemnification. The Borrower Transferor and ICP jointly and severally shall reimburse the Administrative Agent for any costs, internal charges and pay on demand (a) all reasonable out-of-pocket fees and expenses (including, without limitation, all including reasonable fees for consultants and attorneys' fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees expenses) of the Administrative Agent), paid or Agent incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, amendment, modification, modification and enforcement waiver of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Transaction Documents and the Lenders making and repayment of the Purchases, including any Servicer or collection agent fees paid to any third party for any services rendered to the Purchasers and the Agent in collecting the Receivables and (b) all reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for of the Administrative Agent Purchasers and the LendersAgent (including reasonable attorneys' fees and expenses of their counsel) incurred in connection with performance by the Agent of its administrative duties under this Agreement, which attorneys may be employees any consulting performed by the Agent at the request of the Administrative Agent Transferor, and the enforcement of the Transaction Documents against Transferor, Servicer, Guarantor and the Sellers and in connection with any workout or restructuring of the Lenders)Transaction Documents. In addition, paid Transferor will pay any and all stamp and other taxes and fees payable or incurred by the Administrative Agent or any Lender determined to be payable in connection with the collection and execution, delivery, filing, recording or enforcement of this Agreement or any payment made under the Loan Documents Transaction Documents, and hereby indemnifies and saves the Agent and the Purchasers harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay the taxes and fees. Transferor and ICP jointly and severally agree to reimburse and indemnify the Agent and each Purchaser and their respective officers, directors, shareholders, controlling Persons, employees and agents (includingcollectively, without limitationthe "Indemnitees") from and against any and all actions, any workout)judgments, provided costs, expenses or disbursements of whatsoever kind or nature that reimbursement for such may be imposed on, asserted against or incurred or suffered by the Agent or the Purchasers (including fees and expenses for attorneys will be limited of legal counsel, accountants and experts) in any way relating to one additional counsel for all or arising out of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agentany Transaction Document. The Borrower further agrees Additional amounts sufficient to indemnify the Administrative AgentPurchasers, each Lender and their AffiliatesAgent or other Indemnitees under this Section 10.5 shall constitute "Additional Amounts" for purposes of the Supplement, and their directorsthe Purchasers, employeesAgent or other Indemnities shall be entitled to receive these additional amounts, solely from amounts allocated thereto and officers against all losses, claims, damages, penalties, judgments, liabilities paid pursuant to the Supplement. Notwithstanding the foregoing (and expenses with respect to clause (includingx) below, without limitation, all reasonable fees and expenses for attorneys prejudice to the rights that an Indemnitee may have pursuant to the other provisions of the Transaction Documents), in no event shall any Indemnitee be indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or against any Lender is a party theretoamounts (w) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the resulting from gross negligence or willful misconduct on the part of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, such Indemnitee (or any of their or their respective Affiliates’ its officers, directors, employees, attorneys affiliates or agents) or the failure of such Indemnitee to perform its obligations under the Transaction Documents, (x) to the extent they include amounts in respect of Receivables and agentsreimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor or (y) to the extent they are or result from lost profits (other than any interest or prepayment premium or early termination amount). If for any reason the indemnification provided in this section is unavailable to an Indemnitee or is insufficient to hold it harmless, then Transferor and ICP jointly and severally shall contribute to the amount paid by the Indemnitee as a result of any loss, claim, damage or liability in a proportion that is appropriate to reflect not only the relative benefits received by the Indemnitee on any theory of liabilitythe one hand and Transferor and ICP on the other hand, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, but also the actual or proposed use relative fault of the Loans or Indemnitee (if any), Transferor and ICP and any Letter of Credit, other relevant equitable considerations; provided that the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it Transferor shall under no circumstances claimnot, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due shall not be obligated to, related pay any amount pursuant to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in this Section unless and to the Agreement, its Note and extent that the other Loan Documents shall take Transferor has funds available to pay such amounts or funds are allocated thereafter to the same free and clear Transferor pursuant to the penultimate paragraph of all offsets, counterclaims Section 4.3 or defenses which are unrelated to such documents which priority fifth of Section 4.4 of the Borrower may otherwise have against any assignor of such documentsSupplement, and no such unrelated counterclaim or defense there shall be interposed no recourse to Transferor for all or asserted by any part of any amounts payable pursuant to this section if the Borrower in funds are at any action time insufficient to make all or proceeding brought by part of any such assignee upon such documents and payments. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementinsufficiency.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including outside attorneys’ fees and time charges of attorneys for the Agent and expenses of and fees for other advisors and professionals engaged by the Agent or the Arrangers of one counsel to the Agent and the Arrangers and one counsel in each relevant local jurisdiction and, in the case of an actual or reasonably perceived conflict of interest where the parties affected by such conflict notify the Borrower of any existence of such conflict and has retained its own counsel, of another firm of counsel for such affected parties) 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 fees and reasonable expenses for attorneys for via the Administrative Agent, which attorneys may be employees of the Administrative Agentinternet), paid or incurred by the Administrative Agent in connection with the administrationreview, amendment, modification, modification and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arrangers, the LC Issuers, and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including outside attorneys’ fees and reasonable time charges and expenses for of attorneys of one counsel for the Administrative Agent Agent, the Arrangers, the LC Issuers, and the LendersLenders and one counsel in each relevant local jurisdiction and, which attorneys may be employees in the case of an actual or reasonably perceived conflict of interest where the Administrative Agent or parties affected by such conflict notify the Lenders)Borrower of any existence of such conflict and has retained its own counsel, of another firm of counsel for such affected parties) paid or incurred by the Administrative Agent Agent, the Arrangers, any LC Issuer, or any Lender in connection with the collection and enforcement of the Loan Documents (includingDocuments. In addition to expenses set forth above, the Borrower agrees to reimburse, without limitationduplication, any workout)the Agent, provided that reimbursement promptly after the Agent’s request therefor, for such fees each audit and expenses field exam, or other business analysis performed by or for attorneys will be limited to one additional counsel for all the benefit of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary Holders of Secured Obligations in the event accordance with Section 6.9 of an actual this Agreement or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents in an amount equal to the Agent’s then customary charges for each person employed to perform such audit, field exam or analysis (which, solely with respect to charges for audits of Collateral, shall take not exceed a rate of $850 per day for the same free Agent performing such audit), plus all reasonable costs and clear of all offsetsexpenses (including without limitation, counterclaims or defenses which are unrelated to such documents which travel expenses) incurred by the Borrower may otherwise have against any assignor Agent in the performance of such documents, and no such unrelated counterclaim audit or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementanalysis.

Expenses; Indemnification. The Borrower Borrowers shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowertherefor. The obligations of the Borrower Borrowers under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any reasonable and properly documented costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative AgentAgent or the Arranger, which attorneys may be employees of the Administrative Agent), Agent or the Arranger) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger, the LC Issuer, the Swingline Lender and the Lenders for any reasonable and properly documented costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arranger, the LC Issuer, the Swingline Lender and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger, the LC Issuer, the Swingline Lender or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger, the LC Issuer, the Swingline Lender or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees acknowledges that from time to indemnify time HNB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys Agent from information furnished to it by or on behalf of the indemnified partiesBorrower, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the after Administrative Agent or any Lender as creditors in possession has exercised its rights of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged inspection pursuant to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. The Borrower Company shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent and the LendersArrangers, which attorneys may be employees of the Administrative Agent or the Lenders), either Arranger) paid or incurred by the Administrative Agent or such Arranger in connection with the preparation, negotiation, execution, delivery, review, amendment and modification of the Loan Documents. The Company also agrees to reimburse the Administrative Agent, each Arranger, the LC Issuer and each Bank for any Lender reasonable costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the LC Issuer and the Banks, which attorneys may be employees of the Administrative Agent, either Arranger, the LC Issuer or any Bank) paid or incurred by the Administrative Agent, such Arranger or such Bank in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower Company further agrees to indemnify the Administrative Agent, each Lender Arranger, the LC Issuer and each Bank and each of their Affiliates, and their respective directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, including all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, either Arranger, the LC Issuer or any Lender Bank is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, hereunder except to the extent that any of the foregoing such losses, claims, damages, penalties, judgments, liabilities and expenses arise out of from the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerindemnified party. The obligations of the Borrower parties to this Agreement under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administrationpreparation, negotiation, execution, delivery, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arrangers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arrangers and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arrangers or the Lenders), ) paid or incurred by the Administrative Agent Agent, any Arranger or any Lender in connection with the collection and of the Obligations or the enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative Agent, the Arrangers and each Lender and their AffiliatesLender, and their its directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (collectively, the “indemnified obligations”) (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, any Arranger or any Lender is a party thereto, but excluding those indemnified obligations arising solely from any Lender’s failure to perform its obligations under this Agreement) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that no indemnified party shall be indemnified for any of the foregoing arise out of the indemnified obligations arising from its own gross negligence or willful misconduct of the party seeking indemnification therefor as finally determined in a final non-appealable judgment of by a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section 9.6 shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower (i) Subject to paragraph (iii) below, the Borrowers shall reimburse the Administrative Agent and each Arranger (but not the Lenders) for any reasonable out-of-pocket costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ and paralegals’ fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, (which attorneys and paralegals may be employees of the Administrative Agent)Agent or the Arrangers) and time charges of one outside legal counsel for the Agent and the Arrangers, and reasonable out-of-pocket expenses of and reasonable fees for other advisors and professionals engaged by the Agent or any Arranger) paid or incurred by the Administrative Agent or the Arrangers in connection with the administrationinvestigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and enforcement administration of the Loan Documents, provided that reimbursement for Documents (such legal out-of-pocket expenses and fees and expenses for attorneys will to be limited to one counsel for the Administrative Agent andfees of Cravath, if applicableSwaine & Xxxxx LLP insofar as the arrangement, one local counsel in each material jurisdiction for syndication, negotiation, documentation and closing of the Administrative Agentcredit facility established hereby are concerned). The Borrower Subject to paragraph (iii) below, the Borrowing Subsidiary and the Company also agrees agree to reimburse the Administrative Agent Agent, each Arranger and, during a Default, the Issuing Banks and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ and paralegals’ fees and reasonable time charges and expenses for of attorneys and paralegals for the Administrative Agent Agent, the Arrangers, the Issuing Banks and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent Agent, the Arrangers, the Issuing Banks or the Lenders), ) paid or incurred by the Administrative Agent Agent, such Arranger, any Issuing Bank or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their respective directors, employeesofficers, employees and officers agents against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment) of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowertherefor. The obligations of the Borrower under this Section shall survive the termination of the this Agreement. This Section 9.7 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

Expenses; Indemnification. (i) The Borrower Borrowers shall reimburse the Administrative Agent and the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration (including, without limitation, preparation of the reports described below) of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent Agent, the Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arranger and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents Documents. The Borrowers acknowledge and agree that from time to time the Administrative Agent may prepare and may distribute to the Lenders (includingbut shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to any Borrower’s and Guarantors’ assets for internal use by the Administrative Agent from information furnished to it by or on behalf of the Borrowers, without limitationafter the Administrative Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any workout)Lender requests copies of any future similar Reports which the Administrative Agent has prepared, then the Administrative Agent will provide such reports to such Lender provided that reimbursement for such fees and expenses for attorneys will be limited Lender has executed an indemnity agreement acceptable to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower Borrowers further agrees to indemnify the Administrative Agent, each Lender acknowledge and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) agree that the Administrative Agent or any Lender as creditors in possession of Borrower’s informationits agents or representatives may conduct comprehensive field audits of its books, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influencerecords, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application properties and assets and of the proceeds books, records properties and assets of any Loan hereundereach Subsidiary of the Company, except including without limitation all Collateral subject to the extent Collateral Documents, at the Borrowers’ expense, provided that any of prior to the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment occurrence of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under Default no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to more than one such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense comprehensive field audits shall be interposed or asserted by the Borrower conducted in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementfiscal year.

Expenses; Indemnification. The Borrower Parent shall reimburse the Administrative Agent and the Arrangers for any out‑of‑pocket expenses (including reasonable and reasonably documented attorneys’ fees and time charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (which may be a single counsel acting in multiple material jurisdictions) for the Administrative Agent or the Arrangers) paid or incurred by the Administrative Agent or the Arrangers 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 Parent also agrees to reimburse the Administrative Agent, the Arrangers and the Lenders for any costs, internal charges and out-of-pocket out‑of‑pocket expenses (including, without limitation, all reasonable fees for consultants and including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent Arrangers and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arrangers or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arrangers or any Lender in connection with the collection and of the Obligations or the enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower Parent further agrees to indemnify the Administrative Agent, the Arrangers and each Lender and Lender, their Affiliatesrespective affiliates, and each of their partners, trustees, administrators, advisors, agents, directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Arrangers or any Lender or any affiliate is a party theretothereto and whether brought by the Parent or any other Person) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, Credit Extension hereunder except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as they are determined in a final non-appealable judgment of by a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The Borrower agrees not to assert This Section 9.6 shall supersede any claim against and all indemnification provisions entered into before the date hereof among the Parent and the Administrative Agent or any LenderAgent, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents Arrangers and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the BorrowerLenders. The obligations of the Borrower Parent under this Section 9.6 shall survive the termination of the this Agreement. This Section 9.6 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. The Borrower (a) Subject to paragraph (c) below, the Borrowers shall reimburse the Administrative Agent and each Arranger (but not the Lenders) for any reasonable out-of-pocket costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ and paralegals’ fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, (which attorneys and paralegals may be employees of the Administrative Agent)Agent or the Arrangers) and time charges of one outside legal counsel for the Agent and the Arrangers, and reasonable out-of-pocket expenses of and reasonable fees for other advisors and professionals engaged by the Agent or any Arranger) paid or incurred by the Administrative Agent or the Arrangers in connection with the administrationinvestigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and enforcement administration of the Loan Documents, provided that reimbursement for Documents (such legal out-of-pocket expenses and fees and expenses for attorneys will to be limited to one counsel for the Administrative Agent andfees of Cravath, if applicableSwaine & Xxxxx LLP insofar as the arrangement, one local counsel in each material jurisdiction for syndication, negotiation, documentation and closing of the Administrative Agentcredit facilities established hereby are concerned). The Borrower Subject to paragraph (c) below, the Borrowing Subsidiary and the Company also agrees agree to reimburse the Administrative Agent Agent, each Arranger and, during a Default, the Issuing Banks and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ and paralegals’ fees and reasonable time charges and expenses for of attorneys and paralegals for the Administrative Agent Agent, the Arrangers, the Issuing Banks and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent Agent, the Arrangers, the Issuing Banks or the Lenders), ) paid or incurred by the Administrative Agent Agent, such Arranger, any Issuing Bank or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administrationpreparation, negotiation, execution, delivery, review, syndication, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative AgentAgent and each Lender, each Lender and their Affiliatesrespective affiliates, and each of their directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, Agent or any Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any (i) they are determined in a final non-appealable judgment by a court of the foregoing arise out of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in or (ii) they relate solely to a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against or claims between or among the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating Lenders unrelated to any facility hereunder, the actual alleged act or proposed use omission of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section 9.6 shall survive the termination of the this Agreement. 9.7.

Expenses; Indemnification. The (a) Borrower shall reimburse the Administrative Agent and the Arrangers for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative AgentAgent and the Arrangers, which attorneys may be employees of the Administrative Agent), Agent or the Arrangers) paid or incurred by the Administrative Agent or the Arrangers in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arrangers the LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arrangers, the LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arrangers, the LC Issuer or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arrangers, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (includingor the preservation of its rights thereunder. Expenses being reimbursed by Borrower under this Section include, without limitation, any workout), provided that reimbursement for such fees costs and expenses for attorneys will be limited to one additional counsel for all of incurred in connection with the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary Reports described in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agentfollowing sentence. The Borrower further agrees acknowledges that from time to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) time the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or any Lender as creditors in possession of duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to Borrower’s information, (vii) assets for internal use by the Administrative Agent from information furnished to it by or any Lender as material creditors being alleged to have direct or indirect influenceon behalf of Borrower, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against after the Administrative Agent or any Lender, any has exercised its rights of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating inspection pursuant to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent Agent, and the Arrangers for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative AgentAgent and the Arrangers, which attorneys may be employees of the Administrative Agent), Agent or any Arranger) paid or incurred by the Administrative Agent or any Arranger in connection with the administrationpreparation, negotiation, execution, delivery, review, amendment, modification, syndication and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arrangers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arrangers and the Lenders, which attorneys may be employees of the Administrative Agent Agent, any Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agent, any Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative Agent, each Lender Arranger and their Affiliateseach Lender, and their its directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, any Arranger or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunderhereunder or the use or intended use of any Facility Letter of Credit, except to the extent that any of the foregoing they arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerindemnification. The obligations of the Borrower under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and each Arranger for any their reasonable costs, internal charges and reasonable out-of-pocket expenses (including, without limitationin the case of the Administrative Agent, all reasonable fees for consultants fees, time charges and fees and reasonable expenses for of attorneys for the Administrative Agent, which including attorneys may be that are employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or either Arranger in connection with the administrationpreparation, amendmentnegotiation, modificationexecution, delivery, syndication, distribution (including via the Internet), amendment and enforcement modification of the Loan Documents, Documents and the review and administration of the Loan Documents in connection with any request made by the Borrower; provided that reimbursement the Borrower shall only be required to reimburse the Administrative Agent for such the fees and expenses for attorneys will be limited of one law firm, subject to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for limitations agreed to by the Borrower and the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the LC Issuers, the Swingline Lender, the Arrangers and the Lenders for any their reasonable costs, internal charges and reasonable out-of-pocket expenses (includingincluding reasonable fees, without limitation, all fees time charges and reasonable expenses for of attorneys for the Administrative Agent Agent, the LC Issuers, the Swingline Lender, the Arrangers and the Lenders, which including attorneys may be that are employees of the Administrative Agent Agent, the LC Issuers, the Swingline Lender, the Arrangers or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Swingline Lender, any LC Issuer, either Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of during the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds existence of any Loan hereunderDefault, except to the extent that including in connection with any of the foregoing arise out of the gross negligence proceeding described in Section 7.6 or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement7.7.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Administrative Agent Agent, the Arrangers and their respective Affiliates for any costs, internal charges and reasonable out-of-pocket costs and expenses documented in reasonable detail (including, without limitation, all reasonable fees for consultants and limited in the case of legal fees and expenses, to the reasonable expenses for attorneys fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the Administrative Agentforegoing collectively), which attorneys may be employees upon presentation of the Administrative Agent)a reasonably detailed statement of all such costs and expenses, paid or incurred by the Administrative Agent Agent, the Arrangers and their respective Affiliates in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration (including, without limitation, preparation of the reports described below) of the Loan DocumentsDocuments (which, provided that reimbursement for such fees in the case of preparation, negotiation, execution, delivery and expenses for attorneys will administration of the Loan Documents shall be limited to one a single counsel for the Administrative Agent and, if applicable, one and a single local counsel in each material jurisdiction for the Administrative Agentrelevant jurisdiction). The Borrower Company also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket costs and expenses (including, without limitation, all limited in the case of legal fees and reasonable expenses for attorneys expenses, to the fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the Administrative Agent foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Company of such conflict and the Lendersthereafter retains its own counsel, of another firm of counsel for such affected person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which attorneys may be employees include a single firm of the Administrative Agent or the Lenders), special counsel acting in multiple jurisdictions) for such affected person) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall Loan Parties shall, jointly and severally, reimburse the Administrative Agent and the Arrangers for any costs, internal charges reasonable costs and out of pocket expenses (including reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and attorneys’ fees and reasonable expenses for attorneys charges of one primary counsel for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arrangers in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will Documents (whether or not the transactions contemplated hereby or thereby shall be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agentconsummated). The Borrower also agrees to Loan Parties shall, jointly and severally, reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges costs and out of pocket expenses (including reasonable and documented out-of-pocket expenses (including, without limitation, all attorneys’ fees and reasonable expenses charges of one primary counsel for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Lenders) paid or incurred by the Lenders in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated). The Loan Parties also agree, jointly and severally, to reimburse the Administrative Agent Agent, the Arrangers, the Lenders and any Issuing Lender for any costs and out of pocket expenses (including attorneys’ fees and charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and any Issuing Lender, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders or the Lenders), any Issuing Lender) paid or incurred by the Administrative Agent Agent, the Arrangers, any Lender or any Issuing Lender in connection with the protection, collection and or enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all rights of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise in connection with the Loan Documents, including all such out of the gross negligence pocket expenses incurred during any workout, restructuring or willful misconduct negotiations related to such workout or restructuring in respect of such Loan Documents. Without limitation of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against foregoing, the Loan Parties shall reimburse the Administrative Agent for the fees, costs and expenses incurred in connection with (i) any field exams, audits, appraisals or other reviews permitted under Section 6.9 to the extent provided therein or (ii) collecting checks and other items of payment while a Cash Dominion Trigger Period is in effect. Without prejudice to the survival of any Lender, any other agreement of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility the Loan Parties hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, agreements and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under Loan Parties contained in this Section 9.6(a) shall survive the termination of this Agreement, the termination of all Commitments, and the payment of amounts payable under this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and reasonable out-of-pocket costs and expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement amendment or modification of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket costs and expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys for the Administrative Agent and the LendersAgent, which attorneys may be employees of the Administrative Agent, plus, if reasonably determined by the Administrative Agent or to be needed due to differences between the Administrative Agent and the Lenders), one additional outside law firm retained to act as special counsel to the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their respective directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all reasonable expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise (a) out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment or of a court any Affiliate of competent jurisdictionsuch party or (b) from claims of an indemnified party against any Affiliate of such indemnified party. The To the extent permitted by applicable law, the Borrower agrees shall not to assert assert, and hereby waives, any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agentsthe foregoing indemnified parties, 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, any Loan or Facility Letter of Credit or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, proceeds thereof and (y) the Loan Documents or Administrative Agent and the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it Lenders shall under no circumstances claimnot assert, and hereby waives, any right claim against any of offsetthe Borrower and any other Loan Party, counterclaim or defense against the Administrative Agent or any Lender with respect 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, any Loan or Facility Letter of Credit or the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not use of the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerproceeds thereof. The obligations of the Borrower under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower (i) Subject to paragraph (iii) below, the Illinois Utilities and the Borrowers shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders each Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ and paralegals’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent (including local counsel if determined by the Agent to be advisable in connection with the perfection of security interests and the Lendersissuance and pledge of the CILCO Credit Agreement Bonds, the CIPS Credit Agreement Bonds or the IP Credit Agreement Bonds), which attorneys may be employees of the Administrative Agent, and expenses of and fees for other advisors and professionals engaged by the Agent or the Lenders), such Arranger) paid or incurred by the Administrative Agent or such Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Documents. Subject to paragraph (iii) below, the Illinois Utilities and the Borrowers also agree to reimburse the Agent, each Arranger, the Issuing Banks and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agent, such Arranger, the Issuing Banks and the Lenders, which attorneys and paralegals may be employees of the Agent, such Arranger, the Issuing Banks or the Lenders) paid or incurred by the Agent, such Arranger, any Issuing Bank or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Administrative Agent, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent for (including, without limitation, reasonable fees and disbursements of special counsel Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any costs66 waiver 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, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees disbursements of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in and each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders)Banks, paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (includingand the instruments referred to therein and such Event of Default and collection, without limitationbankruptcy, any workout)insolvency and other enforcement proceedings resulting therefrom; provided, provided however, that reimbursement for such the attorneys’ fees and expenses disbursements for attorneys will which Borrower is obligated under this subsection (a)(iii) shall be limited to one additional the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the LendersBanks as a group; and provided, if applicablefurther, one additional counsel per specialty area that all other costs and one local counsel per applicable jurisdiction, expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and additional counsel as necessary in the event expenses of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against (2) counsel for all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or preparation therefore whether or may not be the same law firm representing Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement).

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, each Lender and their Affiliates, and their directors, employeesofficers, and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Syndication Agent, the Documentation Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowertherefor. The obligations of the Borrower under this Section shall survive the termination of this Agreement. To the Agreementextent permitted by applicable law, the Borrower and its Affiliates shall not assert and hereby waive any claim against each Lender and its respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim 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 other Loan Document, the transactions contemplated hereby or thereby, any Loan or the use of proceeds thereof or any act or omission or event occurring in connection therewith, and the Borrower hereby waives, releases and agrees not to xxx 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. The Borrower shall reimburse the Arranger and Administrative Agent 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 reasonable expenses for attorneys for the Arranger and Administrative AgentAgent (without duplication), which attorneys may be employees of the Arranger or Administrative Agent), ) paid or incurred by the Arranger (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 administrationpreparation, amendmentnegotiation, modificationexecution, and enforcement delivery, amendment or modification of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Arranger, Administrative Agent Agent, and the Lenders for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys for the Arranger, Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent Arranger or the Lenders), ) paid or incurred by the Arranger or Administrative Agent (whether in their capacity as Arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent) or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, the Arranger and each Lender and their Affiliates, and their directors, employeesofficers, employees and officers agents against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, or any Lender such entity is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the ProjectsProperties, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of other than liability arising from the gross negligence or willful wilful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerbeing indemnified. The obligations of the Borrower under this Section 10.7 shall survive for two years after the termination of the this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent and the Documentation Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Documentation Agent in connection with the administrationpreparation, negotiation, execution, delivery, review, amendment, modification, modification and enforcement administration of the Loan Documents. Such costs, provided that reimbursement for charges and out-of-pocket expenses shall include, without limitation, those arising in connection with the litigation audit conducted by the Agent and its counsel, and all such fees costs, charges and out-of-pocket expenses for attorneys will shall be limited to one counsel for payable regardless of whether the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for transactions contemplated by this Agreement and the Administrative Agentother Loan Documents shall ever be consummated. The TLGI and the Borrower also agrees agree to reimburse the Administrative Agent Agent, the L/C Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the L/C Issuer and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent Agent, the L/C Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders Documents. TLGI and the Administrative Agent. The Borrower further agrees agree to indemnify the Administrative Agent, the Documentation Agent, the L/C Issuer and each Lender and their AffiliatesLender, and their respective directors, officers, partners and employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Documentation Agent, the L/C Issuer or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Revolving Loan, Swing Line Loan or Letter of Credit hereunder. Without limiting the generality of the foregoing, in the event that any of the Agent, the Documentation Agent, the L/C Issuer or any Lender (each an "INDEMNIFIED PARTY") becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of TLGI, in connection with or as a result of either the arrangements evidenced by this Agreement and the other Loan Documents or any matter referred to herein or therein, TLGI and the Borrower, jointly and severally, periodically will reimburse such Indemnified Party for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. TLGI and the Borrower, jointly and severally, also will indemnify and hold such Indemnified Party harmless against any and all losses, claims, damages or liabilities to any such Person in connection with or as a result of either the arrangements evidenced by this Agreement and the other Loan Documents or any matter referred to herein or therein, except to the extent that any of the foregoing arise out of such loss, claim, damage or liability results from the gross negligence or willful misconduct bad faith of such Indemnified Party in performing the party seeking services that are the subject hereof. If for any reason the foregoing indemnification therefor is unavailable to an Indemnified Party or insufficient to hold it harmless, then TLGI and the Borrower, jointly and severally, shall contribute to the amount paid or payable by such Indemnified Party as determined a result of such loss, claim, damage or liability in a final non-appealable judgment such proportion as is appropriate to reflect the relative economic interests of a court TLGI, the Borrower and their stockholders on the one hand and such Indemnified Party on the other hand in the matters contemplated herein as well as the relative fault of competent jurisdictionTLGI, the Borrower and such Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of TLGI and the Borrower agrees not hereunder shall be in addition to assert any claim against liability which TLGI and the Administrative Agent or Borrower may otherwise have, shall extend upon the same terms and conditions to any Lender, Affiliate of any of their respective Affiliates, or any of their or their respective Affiliates’ officersIndemnified Party and the partners, directors, employees, attorneys and agents, employees and controlling Persons (if any), as the case may be, of such Indemnified Party and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of TLGI, the Borrower, the Indemnified Parties, any such Affiliate and any such Person. TLGI and the Borrower also agree that neither any Indemnified Party nor any of such Affiliates, partners, directors, agents, employees or controlling Persons shall have any liability to TLGI, the Borrower, any Person asserting claims on any theory of liability, for consequential or punitive damages arising out behalf of or otherwise relating to any facility hereunder, in right of TLGI or the actual or proposed use of the Loans Borrower or any Letter other Person in connection with or as a result of Credit, either the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused arrangements evidenced by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note this Agreement and the other Loan Documents shall take or any matter referred to herein or therein except to the same free and clear of all offsetsextent that any losses, counterclaims claims, damages, liabilities or defenses which are unrelated to such documents which expenses incurred by TLGI or the Borrower may otherwise have against any assignor result from the gross negligence or bad faith of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Indemnified Party in performing the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by services that are the Borrowersubject hereof. The obligations of TLGI and the Borrower under this Section SECTION 10.7 shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and Company agrees to pay all reasonable out-of-pocket expenses (includingcosts and expenses, without limitationincluding reasonable Attorney Costs, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with (i) the administrationpreparation, amendmentexecution and delivery of this Agreement and the Operative Documents and any amendments and waivers hereof or thereof, modification, (ii) the administration of this Agreement and enforcement of the Loan Operative Documents, provided that reimbursement for such fees (iii) the filing of financing statements, (iv) the recording of any Mortgage and expenses for attorneys will be limited (v) the defense of any security interest granted to one counsel for the Administrative Collateral Agent and, if applicable, one local counsel in each material jurisdiction for by the Administrative AgentCompany. The Borrower Company also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and pay all out-of-pocket expenses (includingcosts and expenses, without limitationincluding Attorney Costs, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliateseach Hannover Liquidity Purchaser in connection with the enforcement of this Agreement or any of the Operative Documents and the collection of any amounts owing hereunder or thereunder. In addition, the Company will indemnify each Indemnitee on an After Tax Basis, against, and their directorswithin five (5) days after demand therefor reimburse any Indemnitee for, employeesany and all liabilities, and officers against all obligations, losses, claims, damages, penalties, actions, judgments, liabilities and costs, expenses (includingor disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnitee in any way relating to or arising out of this Agreement or any Operative Document or the transactions contemplated hereby or thereby, including without limitation, any and all reasonable fees and expenses for attorneys matters described in Section 12 of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment Agreement for Lease and Section 11 of the FacilityLease (collectively, (iv) the other Loan Documents"Indemnified Liabilities"); provided, (v) the Projectshowever, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except that to the extent any claim relates to a matter which is the subject of the indemnity provisions of Section 12 of the Agreement for Lease or Section 11 of the Lease, the Indemnitees' rights to indemnification hereunder will be, to the extent applicable, subject to the same exclusions set forth in Section 12 of the Agreement for Lease or Section 11 of the Lease; provided, further, that the Company shall not be liable to an Indemnitee for any of the foregoing to the extent they arise out of from the gross negligence or willful misconduct of any Indemnitee. Notwithstanding anything in this Agreement to the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereundercontrary, the actual or proposed use provisions of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section 11.05 shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent 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 reasonable expenses for attorneys for the Administrative AgentIndemnified Parties, which attorneys may be employees of the Administrative Agent), Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arrangers, or, in the case of JPMCB in its capacity as Administrative Agent Agent) in connection with the administrationpreparation, negotiation, execution, delivery, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Indemnified Parties, the Issuing Bank and the Lenders for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys for the Administrative Agent Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Administrative Agent Indemnified Parties, the Issuing Bank or the Lenders), ) paid or incurred by the Indemnified Parties (whether in their capacity as arrangers, or, in the case of JPMCB, in its capacity as Administrative Agent Agent), the Issuing Bank or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative AgentIndemnified Parties, the Issuing Bank and each Lender and their Affiliatesdirectors, and their directorsofficers, employees, agents, attorneys and officers professional advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, or any Lender such entity is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section 10.7 shall survive the termination of the this Agreement.

Expenses; Indemnification. (i) The Borrower Obligors shall reimburse the Administrative Agent and JPMS for any costs, internal charges and reasonable out-of-pocket costs and expenses (includingincluding reasonable attorneys' and paralegals' fees, without limitation, all reasonable fees for consultants time charges and fees expenses of attorneys and reasonable expenses for attorneys paralegals for the Administrative AgentAgent and JPMS, which attorneys and paralegals may not be employees of the Administrative Agent)Agent or JPMS, and expenses of and fees for other advisors and professionals engaged by the Administrative Agent or JPMS) paid or incurred by the Administrative Agent or JPMS in connection with the administrationinvestigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, administration and enforcement collection of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Obligors also agrees agree to reimburse the Administrative Agent Agents, Arrangers, the LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket costs and expenses (includingincluding reasonable attorneys' and paralegals' fees, without limitation, all fees time charges and reasonable expenses for of attorneys and paralegals for the Administrative Agent Agents, the Arrangers, the LC Issuers and the Lenders, which attorneys and paralegals may not be employees of the Administrative Agent Agents, the Arrangers, the LC Issuers or the Lenders), ) paid or incurred by the Administrative Agent Agents, the Arrangers, any LC Issuers or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitationDocuments. Notwithstanding anything herein or in any other Loan Document to the contrary, any workout), provided and all provisions in this Agreement or in any other Loan Document that reimbursement for obligates the Company or any of its Subsidiaries to pay the attorney's fees or expenses of another Person shall be deemed to obligate the Company or such Subsidiary (as the case may be) to pay the actual and reasonable attorney's fees and expenses of such Person and such fees and expenses for attorneys will shall be limited calculated without giving effect to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel any statutory presumptions as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents reasonableness or the transactions contemplated thereby. The Borrower agrees amount thereof that during the term of the Agreement, it shall may apply under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementapplicable law.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and ------------------------- the Lenders Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Agent or the Arranger) paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Facilities and/or the Loan Documents, subject to any limitations set forth in the Fee Letter. Borrower also agrees to reimburse the Agent, the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, the Arranger and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (includingDocuments. Notwithstanding the foregoing, Borrower shall not be required to reimburse the Agent, the Arranger or any Lender for both of such Person's outside attorneys' fees and time charges of attorneys that are employees of such Person to the extent such fees are incurred in connection with the same services rendered for such Person. Expenses being reimbursed by Borrower under this Section include, without limitation, any workout), provided that reimbursement for such fees reasonable costs and expenses for attorneys will be limited to one additional counsel for all of the Lendersincurred in connection with audit and inspection reports prepared by, if applicableand/or furnished to, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and pursuant to the Administrative Agentterms of this Agreement. The Borrower further agrees to indemnify the Administrative Agent, the Arranger and each Lender and their AffiliatesLender, and their its directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Arranger or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, hereunder except to the extent that any they are determined by a court of the foregoing arise out of competent jurisdiction in a final and non-appealable order to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerindemnification. The obligations of the Borrower under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower shall reimburse costs and expenses of the syndication groups of the Administrative Agent and the Arranger incurred in syndication will be for the account of the Borrower whether or not the transactions herein contemplated are consummated. The Administration Agent's costs and expenses of preparation, negotiation, documentation, administration, amendment and modification of this Agreement and the other Loan Documents and the other documents referred to herein and therein and any costsamendment, internal charges consent or waiver relating thereto or hereto, will be for the account of the Borrower, including reasonable expenses of and out-of-pocket fees for attorneys for the Administrative Agent and Banc One Capital Markets, Inc. and other advisors and professionals engaged by the Administrative Agent as more fully described in the fee letter among the Borrower, the Administrative Agent and Banc One Capital Markets, Inc. In addition, the Borrower shall pay the costs and expenses (of preserving any rights of the Agents, Arranger, or the Lenders under, or enforcement of this Agreement and the other Loan Documents and the other documents delivered hereunder and thereunder, including, without limitation, all reasonable fees for consultants costs and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees sustained by each Lender as a result of the Administrative Agent), paid or incurred any failure by the Administrative Agent Borrower to perform or observe its obligations contained in connection with the administration, amendment, modification, and enforcement any of the Loan Documents, provided that reimbursement the Borrower shall only be liable hereunder for such the counsel fees and expenses for attorneys will be in this regard of legal counsel selected by the Agents (and limited to one counsel for law firm in the Administrative Agent and, if applicableUnited States, one law firm in Canada, and one or more correspondent law firms (including local counsel and regulatory counsel) as deemed appropriate by such United States law firm; unless in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse reasonable opinion of the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Majority Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential a conflict of interest among exists between one or more of the Agents and the Lenders and the Administrative Agentother Agents, in which case Borrower shall be liable for the counsel fees and expenses of one additional law firm selected by the Majority Lenders). The Borrower further agrees agrees, to indemnify the extent permitted by applicable law, to indemnify, exonerate and hold the Administrative Agent, the Syndication Agent, the Documentation Agents, the Arranger and the Lenders and each Lender and of their Affiliatesofficers, and their directors, employeesemployees and agents (collectively the "Indemnitees" and individually an "Indemnitee") free and harmless from and against any and all actions, and officers against all causes of action, suits, losses, claims, damages, penalties, judgments, liabilities and damages, and expenses (includingin connection therewith, including without limitation, all limitation reasonable counsel fees and expenses for attorneys of disbursements (collectively the indemnified parties, all expenses of litigation "Indemnified Liabilities") incurred by the Indemnitees or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay as a result of, or incur arising out of of, or relating to (i) any transaction financed or to be financed in whole or in part directly or indirectly with proceeds from the AgreementAdvances or Loans, (ii) or the entering into the Agreementexecution, (iii) the establishment delivery, performance or enforcement of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent this Agreement or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that Document by any of the foregoing arise out Indemnitees, INCLUDING ANY INDEMNIFIED LIABILITIES CAUSED BY ANY INDEMNITEE'S OWN NEGLIGENCE, but not any such Indemnified Liabilities arising on account of the any Indemnitee's gross negligence or willful misconduct of and; provided that the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees shall not to assert be liable for any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages such obligations arising out of or otherwise relating to any facility hereunderclaim made by an Agent, the actual Arranger, or proposed use of the Loans or any Letter of Credita Lender against another Agent, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the AgreementArranger, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the AgreementLender. Any assignee of a Lender’s interest in If and to the Agreementextent the foregoing undertaking may be unenforceable for any reason, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor agrees to make the maximum contribution to the payment and satisfaction of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by each of the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding Indemnified liabilities which is hereby expressly waived by the Borrowerpermissible under applicable law. The obligations of the Borrower under this Section 9.7 shall survive the termination payment of the AgreementNotes.

Expenses; Indemnification. The Borrower Company shall reimburse (i) the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent and the LendersAgent, which attorneys may be employees of the Administrative Agent or the Lenders), Agent) paid or incurred by the Administrative Agent in connection with the negotiation, documentation, preparation, review, execution, delivery, amendment, modification and administration of this Agreement and the other Loan Documents (including without limitation, reasonable costs and out-of-pocket expenses incurred in connection with post-closing UCC searches and the analysis thereof) or any other documents reasonably required to be reviewed or prepared in connection herewith or therewith and all out-of-pocket expenses incurred by the Agent in connection with the taking and perfection of Liens on the Collateral (including, without limitation, title and lien searches, surveys, title commitment and insurance costs, filing fees and documentary, stamp, filing and similar taxes and corporate search fees), (ii) the Agent, each Co-Agent and each of the Banks for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Agent and the Banks, which attorneys may be employees of the Agent or any Lender Bank) paid or incurred by the Agent, any Co-Agent or any Bank in connection with the collection and enforcement or amendment or modification of the Loan Documents or any restructuring in respect of the Obligations and (iii) the Agent, any Co-Agent or any Bank for any cost and expense of obtaining any appraisals in respect of the assets of the Company or any Subsidiary, to the extent any Bank determines that such appraisals are required by any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, and any rules promulgated to implement such provisions. The Company further agrees to indemnify the Agent, each Co-Agent and each Bank, and their respective directors, officers, attorneys, agents, and employees, for, and hold each of them harmless against, all losses, claims (including, without limitation, any workoutall Environmental Claims), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities liabilities, actions, proceedings, costs and expenses (including, without limitation, all reasonable attorney's fees and legal expenses for attorneys incurred by any of the indemnified parties, all them and other expenses of litigation or preparation therefore therefor whether or not any suit or proceeding is brought or, if so, whether or not the Administrative Agent, any Co-Agent or any Lender Bank is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated herebyhereby or thereby or any act, event or (ix) omission related hereto or thereto or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except provided, however, that no such Agent, Co-Agent, Bank, director, officer, attorney, agent or employee shall have a right to the extent that any of the foregoing arise out of the be indemnified or held harmless hereunder for its own gross negligence or willful misconduct of the party seeking indemnification therefor as finally determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower Company under this Section shall survive the repayment of the Obligations and the termination of the this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arranger and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors Expenses being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused reimbursed by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence; provided, however, that unless there shall survive have occurred and be continuing a Default or Unmatured Default, the termination obligation of the Borrower to reimburse any Person for costs and expenses in connection with the preparation of such Reports shall be limited to not more than two such Reports in any consecutive 12-month period. The Borrower acknowledges that from time to time First Chicago may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by First Chicago from information furnished to it by or on behalf of the Borrower, after First Chicago has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent (including special counsel for the Agent (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agentaviation counsel)), which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationpreparation, filing, recordation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger and the Lenders for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, the Arranger and the Lenders (including special counsel for the Agent (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lendersaviation counsel)), which attorneys may be employees of the Administrative Agent Agent, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including, without limitation, the expenses and charges associated with any workoutperiodic or special audit of the Collateral). Expenses being reimbursed by the Borrower under this Section include, without limitation, (a) reasonable costs and expenses of reviewing pleadings and documents related to any Chapter 11 Case and any subsequent Chapter 7 case, attendance at all hearings and meetings related to any Chapter 11 Case and any subsequent Chapter 7 case, and general monitoring of any Chapter 11 Case and any subsequent Chapter 7 case, (b) all due diligence, syndication (including printing, and distribution of documents and all bank meetings), transportation (provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, Arranger and each Lender shall use the Borrower for air travel to the extent reasonably practicable), computer, duplication, messenger, audit (all audits shall include a charge of $750 per day per auditor plus reasonable out-of-pocket expenses incurred in connection therewith), insurance, appraiser and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities consultant costs and expenses (including, without limitation, all the reasonable fees costs and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereundermanagement consultant retained to represent the Lenders), except to and (c) reasonable costs and expenses incurred in connection with the extent that any of Reports described in the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdictionfollowing sentence. The Borrower agrees not acknowledges that from time to assert any claim against time Bank One may prepare and may distribute to the Administrative Agent Lenders (but shall have no obligation or any Lender, any of their respective Affiliates, duty to prepare or any of their to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use behalf of the Loans or any Letter Borrower, after Bank One has exercised its rights of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the inspection pursuant to this Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and the Arranger upon demand for all reasonable out-of-pocket expenses paid or incurred by the Administrative Agent or the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the Administrative Agent), review, amendment, modification, and administration of the Loan Documents, and expenses incurred in connection with assessing and responding to any subpoena, garnishment or similar process served on the Administrative Agent relating to the Borrower, any Collateral, any Loan Document or the extensions of credit evidenced thereby. The Borrower also agrees to reimburse the Administrative Agent, the Arranger, and the Lenders for any costs, internal charges and out-of-pocket expenses (expenses, including, without limitation, all reasonable fees for consultants filing and fees recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable expenses for attorneys for fees, charges and disbursements of outside counsel to the Administrative Agent, which attorneys may be employees the Arranger, and the Lenders and/or the allocated costs of the Administrative Agent)in-house counsel incurred from time to time, paid or incurred by the Administrative Agent in connection with Agent, the administrationArranger, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors Expenses being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused reimbursed by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive 10.6(a) include, without limitation, costs and expenses incurred in connection with the termination of Reports described in the Agreement.following 52 4891-7239-4657\7 4889-9803-5617\4

Expenses; Indemnification. (i) The Borrower Borrowers shall reimburse the Administrative Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (includingincluding reasonable attorneys’ and paralegals’ fees, without limitation, all reasonable fees for consultants time charges and fees expenses of attorneys and reasonable expenses for attorneys paralegals for the Administrative AgentAgent and Arranger, which attorneys and paralegals may or may not be employees of the Administrative Agent)Agent or the Arranger, and expenses of and fees for other advisors and professionals engaged by the Administrative Agent or the Arranger) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationinvestigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, administration and enforcement collection of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent Agents, the Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (includingincluding reasonable attorneys’ and paralegals’ fees, without limitation, all fees time charges and reasonable expenses for of attorneys and paralegals for the Administrative Agent Agents, the Arranger and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent Agents, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agents, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitationDocuments. Notwithstanding anything herein or in any other Loan Document to the contrary, any workout), provided and all provisions in this Agreement or in any other Loan Document that reimbursement for obligates the Company or any of its Subsidiaries to pay the attorney’s fees or expenses of another Person shall be deemed to obligate the Company or such Subsidiary (as the case may be) to pay the actual and reasonable attorney’s fees and expenses of such Person and such fees and expenses for attorneys will shall be limited calculated without giving effect to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel any statutory presumptions as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents reasonableness or the transactions contemplated thereby. The Borrower agrees amount thereof that during the term of the Agreement, it shall may apply under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementapplicable law.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, each Lender and their Affiliates, and their directors, employees, directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Syndication Agent, the Documentation Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s informationCollateral, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowertherefor. The obligations of the Borrower under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Administrative Agent and the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration (including, without limitation, preparation of the reports described below) of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent Agent, the Arranger, the Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arranger, the Issuers and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger, the Issuers or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger, any Issuer or any Lender in connection with the collection and enforcement of the Loan Documents Documents. The Borrowers acknowledge and agree that from time to time the Administrative Agent may prepare and may distribute to the Lenders (includingbut shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to any Borrower’s and Guarantors’ assets for internal use by the Administrative Agent from information furnished to it by or on behalf of the Borrowers, without limitationafter the Administrative Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any workout)Lender requests copies of any future similar Reports which the Administrative Agent has prepared, then the Administrative Agent will provide such reports to such Lender provided that reimbursement for such fees and expenses for attorneys will be limited Lender has executed an indemnity agreement acceptable to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower Borrowers further agrees to indemnify the Administrative Agent, each Lender acknowledge and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) agree that the Administrative Agent or any Lender as creditors in possession of Borrower’s informationits agents or representatives may conduct comprehensive field audits of its books, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influencerecords, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application properties and assets and of the proceeds books, records properties and assets of any Loan hereundereach Subsidiary of the Company, except including without limitation all Collateral subject to the extent Collateral Documents, at the Borrowers’ expense, provided that any of prior to the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment occurrence of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under Default no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to more than one such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense comprehensive field audits shall be interposed or asserted by the Borrower conducted in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementfiscal year.

Expenses; Indemnification. The Borrower Company shall reimburse the Administrative each Agent for any costs, internal charges reasonable costs and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and fees and reasonable expenses for time charges of attorneys for the Administrative such Agent, which attorneys may be employees of the Administrative such Agent), ) paid or incurred by the Administrative such Agent in connection with the administrationpreparation, negotiation, execution, delivery, review, amendment, modification, modification and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited except as otherwise agreed in writing from time to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agenttime. The Borrower Company also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees and reasonable expenses for time charges of attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Arranger, the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited subject to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agentlimitations set forth below. The Borrower Company further agrees to indemnify each of the Arranger and the Administrative Agent, Agent and each Lender and their AffiliatesLender, and their respective directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Arranger, the Administrative Agent, Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereundersubject to the limitations set forth below, provided that the Company shall have no obligation to indemnify any person in respect of any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings except as (and to the extent) provided in Section 3.6 and Section 9.3 hereof. The Company shall have no obligation to indemnify any Agent or Lender (or their respective directors, officers and employees) to the extent that any losses, claims, damages, penalties, judgments, liabilities and expenses are determined by a court of the foregoing arise out of competent jurisdiction in a final, non-appealable order to have resulted from the gross negligence or willful misconduct of, or violation of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, applicable laws or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waivesby, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the BorrowerPerson. The obligations of the Borrower Company under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Administrative Agent Agents and the Arranger for any costs, internal charges charges, and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative AgentAgents, which attorneys may be employees of the Administrative Agent), Agents) paid or incurred by the Administrative Agent Agents or the Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent Agents, the Arranger, the LC Issuer, and the Lenders Acceptance Lender for any reasonable costs, internal charges charges, and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agents, the Arranger, the LC Issuer, and the LendersAcceptance Lender, which attorneys may be employees of the Administrative Agent Agents, the Arranger, the LC Issuer, or the Lenders), Acceptance Lender) paid or incurred by the Administrative Agent Agents, the Arranger, the LC Issuer, or any the Acceptance Lender in connection with the collection and enforcement of the Loan Documents (includingDocuments. Expenses being reimbursed by the Borrowers pursuant to this Section include, without limitation, any workout)(i) the cost and expense of obtaining appraisals of receivables and inventory, provided that reimbursement that, if no Default is in existence or the daily average Unused Availability for any completed three consecutive calendar month period since the Closing Date has not been less than $45,000,000, the Borrowers’ obligation to reimburse the Administrative Agent for the cost of any such fees and expenses for attorneys will appraisal shall be limited to one additional counsel for all such appraisal in any Fiscal Year, (ii) costs and expenses (including reasonable attorney fees and expenses of the LendersAgents) for any amendment, if applicablesupplement, one additional counsel per specialty area waiver, consent, or subsequent closing in connection with the Loan Documents and one local counsel per applicable jurisdictionthe transactions contemplated thereby, (iii) reasonable costs and expenses of lien and title searches, title insurance, and additional counsel as necessary environmental audits, (iv) taxes, fees, and other charges for recording each Real Estate Mortgage, filing financing statements and continuations, and other actions to perfect, protect, and continue the Liens in favor of the event Collateral Agent created under the Loan Documents (including costs and expenses paid or incurred by the Agents in connection with the consummation of an actual this Agreement), (v) sums paid or potential conflict incurred by the Agents to pay any amount or take any action required of interest among any Obligated Party under the Lenders Loan Documents that such Obligated Party fails to pay or take; (vi) costs of inspections and verifications of the Facility Collateral, including travel, lodging, and meals for field examinations and inspections of the Facility Collateral and the Administrative Agent. The Borrower further agrees to indemnify Obligated Parties’ operations by the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not plus the Administrative Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $750 per day (or portion thereof) for each Person retained or employed by the Administrative Agent with respect to each field examination or audit) to the extent incurred (A) at any time during the existence of any Default or Unmatured Default, (B) at any time if the daily average Unused Availability for any completed three consecutive calendar month period since the Closing Date has been less than $45,000,000, (C) at any time to permit assets acquired in connection with a Permitted Acquisition to be included in the determination of the Borrowing Base, or (D) at any Lender is a party theretoother time up to one time during any calendar year, and (vii) which any costs and expenses of them may pay or incur arising out forwarding loan proceeds, collecting checks and other items of or relating to (i) payment, and establishing and maintaining deposit accounts and lockboxes required under the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) and costs and expenses of preserving and protecting the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the AgreementFacility Collateral.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any covenants and agrees to pay all costs, internal expenses and charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent charges of engineers, appraisers, any environmental consultant of Lender and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or ' Counsel) incurred by the Administrative Agent or any Lender in connection with (i) the collection preparation for and consummation of the transactions contemplated hereby or for the performance hereof and of the other Loan Documents, and for any services which may be required in addition to those normally and reasonably contemplated hereby and (ii) the enforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (1) the fees and expenses of legal counsel for Lenders other than UBS and (2) costs, expenses and charges incurred by Administrative Agent and Lenders in connection with the administration or syndication of the Loan (other than any administration fee payable to Administrative Agent and the reasonable fees and expenses of Lenders' Counsel and UBS's environmental consultant in connection with the administration of the Loan, but with respect to Lenders' Counsel's fee in connection with syndication not unless the fees (not to exceed $25,000) relate to environmental matters). In connection with the foregoing, Lenders agree, to the extent practicable, to appoint a single counsel and local counsel, selected by Administrative Agent, to act on behalf of all Lenders in connection with the enforcement of the Loan Documents Documents. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and Administrative Agent or any Lender pays such costs, charges or expenses, Borrower shall reimburse Administrative Agent or such Lender, as appropriate, on demand for the 41 42 amounts so paid, together with interest thereon at the Default Rate. Borrower further agrees to indemnify Administrative Agent and each Lender and their respective directors, officers, employees and agents from, and hold each of them harmless against, (x) any and all losses arising out of or by reason of 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 Loan, including, without limitation, any workout), provided that reimbursement for such the fees and expenses for attorneys will be limited disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages and liabilities of any kind, including in tort, penalties and interest, arising out or by reason of any matter relating, directly or indirectly, to one additional counsel for all the Mortgage or the ownership, leasing, condition, development, construction, sale, rental or financing of the LendersPremises or Improvements or any part thereof (but excluding any such losses, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all lossesliabilities, claims, damages, penalties, judgments, liabilities and damages or expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out incurred solely by reason of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerindemnified). The obligations of the 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 AgreementLoan.

Expenses; Indemnification. (a) The Borrower shall Loan Parties shall, jointly and severally, reimburse the Administrative Agent and the Arrangers for any costsreasonable costs and out of pocket expenses (including (i) reasonable and documented, internal charges and out-of-pocket costs, expenses (including, without limitation, all reasonable fees for consultants and fees of one financial advisor and reasonable expenses for attorneys (ii) attorneys’ fees and charges of one primary counsel for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arrangers in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will Documents (whether or not the transactions contemplated hereby or thereby shall be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agentconsummated). The Borrower also agrees to Loan Parties shall, jointly and severally, reimburse the Administrative Agent and the Lenders for any reasonable costscosts and out of pocket expenses (including (x) reasonable and documented, internal charges and out-of-pocket costs, expenses and fees of one financial advisor and (y) attorneys’ fees and charges of one primary counsel for the Lenders) paid or incurred by the Lenders in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated). The Loan Parties also agree, jointly and severally, to reimburse the Administrative Agent, the Arrangers, the Lenders and any Issuing Lender for any costs and out of pocket expenses (including, without limitation, all including attorneys’ fees and reasonable expenses for charges of attorneys for the Administrative Agent Agent, the Arrangers, the Lenders and the Lendersany Issuing Lender, which attorneys may be employees of the Administrative Agent Agent, the Arrangers, the Lenders or any Issuing Lender, but only including the Lenders)fees and charges of one financial advisor for the Administrative Agent, Lenders and Issuing Lenders as a whole) paid or incurred by the Administrative Agent Agent, the Arrangers, any Lender or any Issuing Lender in connection with the protection, collection and or enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all rights of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise in connection with the Loan Documents, including all such out of the gross negligence pocket expenses incurred during any workout or willful misconduct restructuring in respect of such Loan Documents. Without limitation of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against foregoing, the Loan Parties shall reimburse the Administrative Agent for the fees, costs and expenses incurred in connection with (i) any field exams, audits, appraisals or other reviews permitted under Section 6.9 to the extent provided therein or (ii) collecting checks and other items of payment while a Cash Dominion Trigger Period is in effect. Without prejudice to the survival of any Lender, any other agreement of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility the Loan Parties hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, agreements and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under Loan Parties contained in this Section 9.6(a) shall survive the termination of this Agreement, the termination of all Commitments, and the payment of amounts payable under this Agreement.

Expenses; Indemnification. The Borrower (i) Subject to paragraph (iii) below, the Illinois Utilities and the Borrowers shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ and paralegals’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent (including local counsel if determined by the Agent to be advisable in connection with the perfection of security interests and the Lendersissuance and pledge of the CILCO Credit Agreement Bond, the CIPS Credit Agreement Bond or the IP Credit Agreement Bond), which attorneys may be employees of the Administrative Agent, and expenses of and fees for other advisors and professionals engaged by the Agent or the Lenders), Arrangers) paid or incurred by the Administrative Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Documents. Subject to paragraph (iii) below, the Illinois Utilities and the Borrowers also agree to reimburse the Agent, the Arrangers, the Issuing Banks and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agent, the Arrangers, the Issuing Banks and the Lenders, which attorneys and paralegals may be employees of the Agent, the Arrangers, the Issuing Banks or the Lenders) paid or incurred by the Agent, the Arrangers, any Issuing Bank or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and the Arranger upon demand for any costsall reasonable, internal charges necessary and actual out-of-pocket expenses paid by the Administrative Agent or the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, consultants’ fees and travel expenses, and fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger, and/or the allocated costs of in-house counsel incurred from time to time, in each case, in connection with (i) the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including, without limitation, all reasonable fees for consultants via DebtX and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of any other internet service selected by the Administrative Agent), paid review, amendment, modification, and administration of the Loan Documents, (ii) the enforcement or protection of the rights of the Administrative Agent, the LC Issuer or any Lender under the Loan Documents, (iii) any workout, restructuring, or amendment during the continuance of an Event of Default, and (iv) assessing and responding to any subpoena, garnishment or similar process served on the Administrative Agent relating to the Borrower, any Collateral, any Guarantor, any Loan Document or the extensions of credit evidenced thereby. Costs and expenses being reimbursed by the Borrower under this Section 9.6(a) shall include only the reasonable, necessary and actual fees, charges, costs and disbursements of one (and only one) outside counsel retained by and on behalf of the Administrative Agent from time to time for the benefit of the Lenders. Costs and expenses being reimbursed by the Borrower under this Section 9.6(a) further include, without limitation, the reasonable, necessary and actual cost and expense of obtaining an appraisal after the occurrence and during the continuance of an Event of Default of each parcel of real property or interest in real property described in the relevant Collateral Documents, which appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time, and at no cost or expense to Borrower whatsoever, U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement. Notwithstanding anything in this Section 9.6(a) to the contrary, the maximum fees and other expenses for which Borrower shall be obligated to pay to the Administrative Agent in connection with the administrationdrafting, amendment, modification, negotiating and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement execution of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except prior to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees Closing Date shall not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementexceed $30,000.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders ------------------------- Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Agent or the Arranger) paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Facilities and/or the Loan Documents. Borrower also agrees to reimburse the Agent, the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, the Arranger and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (includingDocuments. Notwithstanding the foregoing, Borrower shall not be required to reimburse the Agent, the Arranger or any Lender for both of such Person's outside attorneys' fees and time charges of attorneys that are employees of such Person to the extent such fees are incurred in connection with the same services rendered for such Person. Expenses being reimbursed by Borrower under this Section include, without limitation, any workout), provided that reimbursement for such fees reasonable costs and expenses for attorneys will be limited to one additional counsel for all of the Lendersincurred in connection with audit and inspection reports prepared by, if applicableand/or furnished to, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and pursuant to the Administrative Agentterms of this Agreement. The Borrower further agrees to indemnify the Administrative Agent, the Arranger and each Lender and their AffiliatesLender, and their its directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Arranger or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, hereunder except to the extent that any they are determined by a court of the foregoing arise out of competent jurisdiction in a final and non-appealable order to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerindemnification. The obligations of the Borrower under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower Company shall (a) reimburse ------------------------- the Administrative Agent for any all reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administrationpreparation, review, execution, delivery, amendment, modification, administration, collection and enforcement of this Agreement and the Loan Documentsother Credit Documents (such costs, provided that reimbursement charges and expenses including (i) the time charges and expenses of attorneys for such the Agent which are employees of the Agent, (ii) the fees and expenses for attorneys will be limited of Xxxxx, Xxxxx & Xxxxx, special counsel to one the Agent, and of Friday, Xxxxxxxx & Xxxxx, special Arkansas counsel for to the Administrative Agent andAgent, if applicableand (iii) the fees and expenses of the Consultants), one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to (b) reimburse the Administrative Agent and the Lenders for any and all reasonable expenses, including the reasonable fees and expenses of counsel and of any experts and agents, which the Agent may incur following the occurrence of and during the continuance of a Default in connection with the custody or preservation of, or the collection from or other realization upon, any of the Collateral covered by the Security Documents, and (c) reimburse each Lender for all reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), including attorneys' fees) paid or incurred by the Administrative Agent or any such Lender in connection with the negotiation, execution, delivery, administration, amendment, modification, waiver, consent, collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited or in connection with or relating to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders this Agreement and the Administrative Agentother Credit Documents. The Borrower Company further agrees to indemnify the Administrative each Agent-Related Person and each Lender, each Lender and their Affiliates, and their its directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, including all expenses of litigation or preparation therefore therefor whether or not the Administrative any Agent, -Related Person or any Lender is a party thereto, but excluding any such losses, claims, damages, penalties, judgments, liabilities or expenses resulting from willful misconduct or failure to follow customary banking procedures on the part of, the Person claiming indemnity under this sentence) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreementother Credit Documents, (iii) the establishment of the FacilityCollateral, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ixv) the direct or indirect application or proposed application of the proceeds of any Loan hereunderLoan, except to (vi) any violation of any law, ordinance, order, rule or regulation including any such violation in respect of hazardous or toxic wastes or substances, (vii) the extent that past or present disposal, release or threatened release of any of hazardous or toxic waste or substance on the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective AffiliatesSite, or (viii) any of their personal injury (including wrongful death, or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages property damage arising out of or otherwise relating related to any facility hereunderhazardous or toxic waste or substance on the Site. Any Person claiming indemnity under the immediately preceding sentence shall give the Company prompt notice of any loss, claim, damage, penalty, judgment, liability or expense covered by the actual indemnity set forth in the immediately preceding sentence and shall give the Company the opportunity to assume the defense of such Person against any such loss, claim, damage, penalty, judgment, liability or proposed use of expense; provided that (x) if the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the AgreementCompany assumes such defense, it shall under no circumstances select counsel -------- reasonably acceptable to such Person to conduct such defense and shall diligently defend against or settle the loss, claim, and hereby waivesdamage, penalty, judgment, liability or expense, (y) if such Person joins in any right of offsetsuch defense, counterclaim or defense against the Administrative Agent or any Lender Company shall have full authority, in consultation with such Person, to determine all action to be taken with respect thereto, and (z) the Company shall not consent to a settlement of, or the Obligations entry of any monetary judgment arising from, due tothe loss, related to or caused by any obligationsclaim, damage, penalty, judgment, liability or other matter or circumstance which is not expense being defended against, without the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor prior written consent of such documents, and no such unrelated counterclaim Person which shall not be unreasonably withheld or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementdelayed.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Administrative Agent Agent, the Arrangers and their respective Affiliates for any costs, internal charges and reasonable out-of-pocket costs and expenses documented in reasonable detail (including, without limitation, all reasonable fees for consultants and limited in the case of legal fees and expenses, to the reasonable expenses for attorneys fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the Administrative Agentforegoing collectively), which attorneys may be employees upon presentation of the Administrative Agent)a reasonably detailed statement of all such costs and expenses, paid or incurred by the Administrative Agent Agent, the Arrangers and their respective Affiliates in connection with the administration176 preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration (including, without limitation, preparation of the reports described below) of the Loan DocumentsDocuments (which, provided that reimbursement for such fees in the case of preparation, negotiation, execution, delivery and expenses for attorneys will administration of the Loan Documents shall be limited to one a single counsel for the Administrative Agent and, if applicable, one and a single local counsel in each material jurisdiction relevant jurisdiction), as well as all reasonable out-of-pocket costs and expenses incurred by the Issuers in connection with the issuance, amendment, renewal or extension of Facility Letters of Credit or any demand for the Administrative Agentpayment thereunder. The Borrower Company also agrees to reimburse the Administrative Agent Agent, the Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket costs and expenses (including, without limitation, all limited in the case of legal fees and reasonable expenses for attorneys expenses, to the fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the Administrative Agent foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Company of such conflict and the Lendersthereafter retains its own counsel, of another firm of counsel for such affected person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which attorneys may be employees include a single firm of the Administrative Agent or the Lenders), special counsel acting in multiple jurisdictions) for such affected person) paid or incurred by the Administrative Agent Agent, any Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited Documents. The Company also agrees to one additional counsel for all reimburse each of the Lenders, if applicable, one additional counsel per specialty area Initial TLA-1 Principal Lenders for any reasonable and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities documented out-of-pocket costs and expenses (including, without limitation, all the reasonable fees and documented fees, expenses for attorneys and disbursements of Stroock & Stroock & Xxxxx LLP, as counsel to an Initial TLA-1 Principal Lender, and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as counsel to an Initial TLA-1 Principal Lender, and any reasonably necessary local or foreign counsel and other professional advisors, of any Initial TLA-1 Principal Lender) in connection with the Sixth Amendment, including actions and investigations undertaken in accordance with the terms of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment Sixth Amendment in respect of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors provision of additional Collateral in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application respect of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the AgreementObligations.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Administrative Agent Agents (including any of their respective Affiliates) and each Lender (including any of its respective Affiliates) for any costs, internal charges and reasonable out-of-pocket costs and expenses documented in reasonable detail (limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of (i) White & Case LLP, as counsel to the Agents (plus one firm of local counsel to the Agents in each relevant jurisdiction and one firm of conflicts counsel to the Agents if the Agents determine engaging such counsel is appropriate in their sole discretion) and (ii) the Ad Hoc Group Advisors (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may be reasonably necessary), upon presentation of a reasonably detailed statement of all such costs and expenses, paid or incurred by the Agents (including any of their respective Affiliates) and the Lenders (including any of their respective Affiliates) in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees preparation of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement reports described below) of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Company also agrees to reimburse the Administrative Agent Agents and the Lenders for any reasonable costs, internal charges and out-of-pocket costs and expenses (including, without limitation, all limited in the case of legal fees and expenses, to the reasonable expenses for attorneys for fees, charges and disbursements of (i) White & Case LLP, as counsel to the Administrative Agent Agents (plus one firm of local counsel to the Agents in each relevant jurisdiction and one firm of conflicts counsel to the Lenders, which attorneys Agents if the Agents determine engaging such counsel is appropriate in their sole discretion) and (ii) Xxxxx Xxxx & Xxxxxxxx LLP (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may be employees of the Administrative Agent or the Lendersreasonably necessary), ) paid or incurred by the Administrative Agent Agents or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. The Borrower Company and each Borrowing ------------------------- Subsidiary, jointly and severally, shall reimburse (i) the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders Arranger for any reasonable costs, internal charges and out-of-pocket expenses (includingincluding reasonable attorneys' fees and, without limitationin connection with the preparation, all fees execution and reasonable expenses for delivery of the Loan Documents, time charges of attorneys for the Administrative Agent and and/or the LendersArranger, which attorneys may be employees of the Administrative Agent or and/or the Lenders)Arranger) including title insurance premiums, lien search charges, recording taxes, filing charges and other similar expenses paid or incurred by the Administrative Agent or the Arranger in connection with the preparation, review, execution, delivery, amendment, modification and administration of the Loan Documents, and (ii) the Agent, the Arranger, the Lenders, Swing Loan Lenders and Issuing Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, the Arranger, the Lenders, the Swing Loan Lenders or the Issuing Lenders) paid or incurred by the Agent, the Arranger, any Lender, any Swing Loan Lender or any Issuing Lender in connection with the collection and enforcement of the Loan Documents (includingexcept to the extent that a court of competent jurisdiction rules against the Agent, without limitationthe Arranger, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicablethe Swing Loan Lenders or the Issuing Lenders in a final judgment in any such collection or enforcement action), one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary any refinancing or restructuring of the credit arrangements provided under this Agreement in the event nature of an actual a "work-out" or potential conflict any insolvency or bankruptcy proceedings in respect of interest among the Lenders and the Administrative AgentCompany or any Borrowing Subsidiary. The Borrower Company and each Borrowing Subsidiary, jointly and severally, further agrees agree to indemnify the Administrative Agent, the Arranger and each Lender, Swing Loan Lender and Issuing Lender, their Affiliates, and their respective directors, employees, officers and officers employees (the "Indemnitees") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the 112 Arranger or any Lender, Swing Loan Lender or Issuing Lender is a party thereto) (collectively, the "Indemnified Amounts") which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit hereunder; provided, except however, that neither the Company nor any Borrowing Subsidiary shall be liable to any Indemnitee for any Indemnified Amounts to the extent that any a court of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as competent jurisdiction has determined in a final non-appealable judgment of a court of competent jurisdictionthat the foregoing resulted solely from such Indemnitee's Gross Negligence or willful misconduct. The Borrower agrees not Company and each Borrowing Subsidiary further agree (y) to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, no claims for consequential damages on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to liability in connection in any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, way with the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances evidenced thereby and (z) not to settle any claim, and hereby waives, any right of offset, counterclaim litigation or defense against the Administrative Agent or any Lender with respect proceeding relating to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take or the same free transactions evidenced thereby unless such settlement releases all Indemnitees from any and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor liability in respect of such documents, and no transaction or unless each Indemnitee approves such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowersettlement. The obligations of the Borrower Company and each Borrowing Subsidiary under this Section 10.6 shall ------------ survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administrationpreparation, negotiation, execution, delivery, review, syndication, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative AgentAgent and each Lender, each Lender and their Affiliatesrespective affiliates, and each of their directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, Agent or any Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any (i) they are determined in a final non-appealable judgment by a court of the foregoing arise out of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in or (ii) they relate solely to a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against or claims between or among the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating Lenders unrelated to any facility hereunder, the actual alleged act or proposed use omission of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section 9.6 shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges reasonable and documented out-of-pocket costs and expenses (includingbut, without limitationin the case of third-party consultants, all limited to reasonable fees for consultants engaged, unless an Unmatured Default or Default exists at the time of such engagement, with the consent of the Borrower (such consent not to be unreasonably conditioned, withheld or delayed) and in the case of counsel to the Administrative Agent, limited to reasonable fees and reasonable expenses for attorneys one external counsel for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement amendment or modification of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and documented out-of-pocket costs and expenses (includingbut, without limitationin the case of counsel, all limited to reasonable fees and reasonable expenses for attorneys one external counsel for the Administrative Agent and the Lenders, which attorneys may be employees of taken as a whole, and if reasonably determined by the Administrative Agent to be needed due to differences between the Administrative Agent and the Lenders and arising after a Default or in the Lenders)event of any actual conflict of interests, one additional counsel for each group of such similarly affected Persons) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their respective directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (includingbut, without limitationin the case of counsel to such indemnified persons, all limited to reasonable fees and documented out-of-pocket fees, and expenses for attorneys one external counsel to such indemnified parties (and if reasonably determined by the Administrative Agent to be needed due to differences between the Administrative Agent and the Lenders and arising after a Default or in the event of any actual conflict of interests among the indemnified parties, LEGAL02/41239043v9 one additional counsel for each group of such similarly affected Persons), and all other reasonable and documented out-of-pocket expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise (a) out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment or of a court any Affiliate of competent jurisdictionsuch party or (b) from claims of an indemnified party against any Affiliate of such indemnified party or (c) from internal disputes among the Administrative Agent and the Lenders. The To the extent permitted by applicable law, (x) the Borrower agrees shall not to assert assert, and hereby waives, any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agentsthe foregoing indemnified parties, 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, any Loan or Facility Letter of Credit or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, proceeds thereof and (y) the Loan Documents or Administrative Agent and the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it Lenders shall under no circumstances claimnot assert, and hereby waiveswaive, any right claim against any of offsetthe Borrower and any other Loan Party, counterclaim on any theory of liability, for special, indirect, consequential or defense against the Administrative Agent punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any Lender with respect to agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not use of the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerproceeds thereof. The obligations of the Borrower to the Administrative Agent and the Lenders under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. (i) The Borrower Borrowers shall reimburse the Administrative Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent Agent, the Arranger, the LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arranger, the LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger, the LC Issuer or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents Documents. Expenses being reimbursed by the Borrowers under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the relevant Collateral Documents, which appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any workout), provided that reimbursement for rules promulgated to implement such fees provisions and costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrowers' assets for attorneys will be limited internal use by Bank One from information furnished to one additional counsel for all it by or on behalf of the LendersBorrowers, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event after Bank One has exercised its rights of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees inspection pursuant to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent upon demand for any costs, internal charges and all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent, including filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and/or the allocated costs of in-house counsel incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including via DebtX and any other internet service selected by the Administrative Agent), review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited incurred in connection with assessing and responding to one counsel for any subpoena, garnishment or similar process served on the Administrative Agent andrelating to the Borrower, if applicableany Guarantor, one local counsel in each material jurisdiction for any Loan Document or the Administrative Agentextensions of credit evidenced thereby. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including consultants’ fees, travel expenses (including, without limitation, all fees and reasonable expenses for attorneys for fees, charges and disbursements of outside counsel to the Administrative Agent and the LendersLenders (provided, that the Borrower shall not be responsible for the reasonable fees and disbursements of more than one counsel to the Lenders and any necessary local counsel (limited to one local counsel in each relevant jurisdiction) unless there is an actual or perceived conflict of interest in which attorneys case such affected Persons, taken as a whole, may be employees retain one conflicts counsel) and/or the allocated costs of the Administrative Agent or the Lenders)in-house counsel incurred from time to time, paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. The Borrower shall Mortgagor agrees (a) to pay or reimburse the Administrative Agent Mortgagee for any costs, internal charges and all its reasonable out-of-pocket costs and expenses (incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, the Guarantee and the other Mortgagor Obligation Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all the reasonable fees and disbursements of counsel to Mortgagee,(b) to pay or reimburse each Lender and the Agent for consultants all its costs and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administrationenforcement or preservation of any rights under the Guarantee, amendmentthe other Mortgagor Obligation Documents and any such other documents prepared in connection herewith or therewith, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all the fees and reasonable disbursements of counsel (including the allocated fees and expenses for attorneys for of in-house counsel in lieu of the Administrative Agent fees and expenses of outside counsel) to each Lender and of counsel to the Agent,(c) to pay, indemnify, and hold each Lender and the LendersAgent 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 and other similar taxes, if any, which attorneys may be employees of the Administrative Agent payable or the Lenders), paid or incurred by the Administrative Agent or any Lender determined to be payable in connection with the collection execution and enforcement delivery of, or administration of any of the Loan transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Guarantee, the other Mortgagor Obligation Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Agreement, the Guarantee, the other Mortgagor Obligation Documents, the Stock Purchase Agreement, the Stock Purchase, the Merger or the use of the proceeds of the Loans in connection with the Stock Purchase, and any such other documents, including, without limitation, any workoutof the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Mortgagor, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), provided collectively, the "indemnified liabilities"), PROVIDED, that reimbursement for such fees and expenses for attorneys will be limited the Mortgagor shall have no obligation hereunder to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, with respect to indemnified liabilities arising from (vii1) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, such Lender or (2) legal proceedings commenced against the Agent or any of their such Lender by any security holder or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages creditor thereof arising out of and based upon rights afforded any such security holder or otherwise relating to any facility hereunder, the actual or proposed use creditor solely in its capacity as such. The agreements in this subsection shall survive repayment of the Loans or any Letter of Credit, and all other amounts payable under the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note Credit Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the AgreementGuarantee.

Expenses; Indemnification. The Borrower Company and each Borrowing ------------------------- Subsidiary, jointly and severally, shall reimburse (i) the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders Arranger for any reasonable costs, internal charges and out-of-pocket expenses (includingincluding reasonable attorneys' fees and, without limitationin connection with the preparation, all fees execution and reasonable expenses for delivery of the Loan Documents, time charges of attorneys for the Administrative Agent and and/or the LendersArranger, which attorneys may be employees of the Administrative Agent or and/or the Lenders)Arranger) including title insurance premiums, lien search charges, recording taxes, filing charges and other similar expenses paid or incurred by the Administrative Agent or the Arranger in connection with the preparation, review, execution, delivery, amendment, modification and administration of the Loan Documents, and (ii) the Agent, the Arranger, the Lenders, Swing Loan Lenders and Issuing Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, the Arranger, the Lenders, the Swing Loan Lenders or the Issuing Lenders) paid or incurred by the Agent, the Arranger, any Lender, any Swing Loan Lender or any Issuing Lender in connection with the collection and enforcement of the Loan Documents (includingexcept to the extent that a court of competent jurisdiction rules against the Agent, without limitationthe Arranger, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicablethe Swing Loan Lenders or the Issuing Lenders in a final judgment in any such collection or enforcement action), one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary any refinancing or restructuring of the credit arrangements provided under this Agreement in the event nature of an actual a "work-out" or potential conflict any insolvency or bankruptcy proceedings in respect of interest among the Lenders and the Administrative AgentCompany or any Borrowing Subsidiary. The Borrower Company and each Borrowing Subsidiary, jointly and severally, further agrees agree to indemnify the Administrative Agent, the Arranger and each Lender, Swing Loan Lender and Issuing Lender, their Affiliatesrespective directors, officers, trustees, investment advisors, and their directors, employees, and officers employees (the "Indemnitees") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Arranger or any Lender, Swing Loan Lender or Issuing Lender is a party thereto) (collectively, the "Indemnified Amounts") which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit hereunder; provided, except however, that neither the Company nor any Borrowing Subsidiary shall be liable to any Indemnitee for any Indemnified Amounts to the extent that any a court of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as competent jurisdiction has determined in a final non-appealable judgment of a court of competent jurisdictionthat the foregoing resulted solely from such Indemnitee's Gross Negligence or willful misconduct. The Borrower agrees not Company and each Borrowing Subsidiary further agree (y) to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, no claims for consequential damages on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to liability in connection in any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, way with the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances evidenced thereby and (z) not to settle any claim, and hereby waives, any right of offset, counterclaim litigation or defense against the Administrative Agent or any Lender with respect proceeding relating to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take or the same free transactions evidenced thereby unless such settlement releases all Indemnitees from any and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor liability in respect of such documents, and no transaction or unless 102 each Indemnitee approves such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowersettlement. The obligations of the Borrower Company and each Borrowing Subsidiary under this Section 10.6 shall survive the termination ------------ of the this Agreement.

Expenses; Indemnification. The Borrower (a) Transferor and Avondale jointly and severally shall reimburse the Administrative Agent for any costs, internal charges and pay on demand (i) all reasonable out-of-pocket fees and expenses (including, without limitation, all including reasonable fees for consultants and attorneys' fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees expenses) of the Administrative Agent), paid or Agent incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, amendment, modification, modification and enforcement waiver of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Transaction Documents and the Lenders making and repayment of the Purchases, including any Servicer or collection agent fees paid to any third party for any services rendered to the Purchasers and the Agent in collecting the Receivables and (ii) all reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for of the Administrative Agent Purchasers and the Lenders, which attorneys may be employees Agent (including reasonable attorneys' fees and expenses of the Administrative Agent or the Lenders), paid or their counsel) incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Transaction Documents against Transferor, Servicer, Guarantor and the Sellers and in connection with any workout or restructuring of the Transaction Documents. In addition, Transferor will pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, recording or enforcement of this Agreement or any payment made under the Transaction Documents (including, without limitation, any workoutother than taxes imposed on net income that are excluded from the definition of Taxes), provided and hereby indemnifies and saves the Agent and the Purchasers harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay the taxes and fees. Transferor and Avondale jointly and severally agree to reimburse and indemnify the Agent and each Purchaser and their respective officers, directors, shareholders, controlling Persons, employees and agents (collectively, the "Indemnitees") from and against any and all actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that reimbursement for such may be imposed on, asserted against or incurred or suffered by the Agent or the Purchasers (including fees and expenses for attorneys will be limited of legal counsel, accountants and experts) in any way relating to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating any Transaction Document. Notwithstanding the foregoing (and with respect to clause (ix) below, without prejudice to the Agreement, (ii) rights that an Indemnitee may have pursuant to the entering into the Agreement, (iii) the establishment other provisions of the FacilityTransaction Documents), in no event shall any Indemnitee be indemnified against any amounts (ivw) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the resulting from gross negligence or willful misconduct by it or on the part of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ its officers, directors, employees, attorneys and employees or agents, on or the breach by such Indemnitee of its obligations under any theory Transaction Document, (x) to the extent they include amounts in respect of liabilityReceivables and reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, for consequential (y) to the extent they are or result from lost profits or (z) to the extent they would constitute consequential, special or punitive damages arising out damages. If for any reason the indemnification provided in this section is unavailable to an Indemnitee or is insufficient to hold it harmless, then Transferor and Avondale jointly and severally shall contribute to the amount paid by the Indemnitee as a result of any loss, claim, damage or otherwise relating liability in a proportion that is appropriate to any facility hereunderreflect not only the relative benefits received by the Indemnitee on the one hand and Transferor and Avondale on the other hand, but also the actual or proposed use relative fault of the Loans or any Letter of CreditIndemnitee (if any), the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, Transferor and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents Avondale and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.other relevant

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges reasonable costs and reasonable out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and attorneys' fees and reasonable expenses for time charges of attorneys (not to include in-house counsel) for the Administrative Agent, which attorneys may be employees of the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the administrationpreparation, amendmentnegotiation, modificationexecution, delivery, amendment and enforcement modification of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable all costs, internal charges and out-of-pocket expenses (including, without limitation, all including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative Agent, Agent and each Lender and their Affiliates, and their respective directors, employees, officers and officers employees (each an "Indemnified Person") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, Agent or any Lender is a party thereto) (collectively, "Losses") which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that except, in respect of any of the foregoing arise out of Indemnified Person, for Losses resulting from the gross negligence or willful misconduct of such Indemnified Person and except for investigations, litigation or other proceedings relating solely to claims between or among the party seeking indemnification therefor as determined Lenders and except for those matters described in a final non-appealable judgment Section 10.8 which relate solely to reimbursement and indemnity obligations of a court of competent jurisdiction. The Borrower agrees the Lenders and not to assert any claim against obligations of the Administrative Agent Borrower or other Credit Parties under this Section 9.7 or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use other provision of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the BorrowerCredit Documents. The obligations of the Borrower under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent and the LC Issuer for any costs, internal charges and out-of-of- pocket expenses (including, without limitation, all reasonable fees for consultants and including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative AgentAgent or the LC Issuer, which attorneys may be employees of the Administrative Agent), Agent or the LC Issuer) paid or incurred by the Administrative Agent or the LC Issuer in connection with the administrationpreparation, negotiation, execution, delivery, review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the LC Issuer and the Lenders for any reasonable costs, internal charges and out-out- of-pocket expenses (including, without limitation, all including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the LC Issuer or the Lenders), ) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative Agent, the LC Issuer and each Lender and their AffiliatesLender, and their its directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the LC Issuer or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, Credit Extension hereunder except to the extent that any they are determined by a court of the foregoing arise out of competent jurisdiction in a final and non- appealable order to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerindemnification. The obligations of the Borrower under this Section shall survive the termination of the this Agreement.

Expenses; Indemnification. (i) The Borrower Borrowers shall reimburse the Administrative Agent for any costs, internal charges reasonable costs and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), external attorneys’ fees) paid or incurred by the Administrative Agent in connection with the administrationpreparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration (including, without limitation, preparation of the reports described below) of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges costs and out-of-pocket expenses (including, without limitation, all fees and including reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), external attorneys’ fees) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents Documents. The Borrowers acknowledge and agree that from time to time the Administrative Agent may prepare and may distribute to the Lenders (includingbut shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to any Borrower’s and Guarantors’ assets for internal use by the Administrative Agent from information furnished to it by or on behalf of the Borrowers, without limitationafter the Administrative Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any workout)Lender requests copies of any future similar Reports which the Administrative Agent has prepared, then the Administrative Agent will provide such reports to such Lender provided that reimbursement for such fees and expenses for attorneys will be limited Lender has executed an indemnity agreement acceptable to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. For the avoidance of doubt, such reports are subject to the confidentiality requirements of Section 10.11. The Borrower Borrowers further agrees to indemnify the Administrative Agent, each Lender acknowledge and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) agree that the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent its agents or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application representatives may conduct reasonable comprehensive field audits of the proceeds Property of any Loan hereunderthe Company and each Subsidiary, except financial or accounting records of the Company and each Subsidiary and other documents of the Company and each Subsidiary, in each case only to the extent that any of the foregoing arise out of is reasonably related to the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against credit evaluation by the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Lenders under this Agreement, it shall under no circumstances claim, provided that (x) other than after the occurrence and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee during continuance of a Lender’s interest in and to the AgreementDefault, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to no more than one such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense comprehensive field audit shall be interposed or asserted by the Borrower conducted in any action or proceeding brought by any fiscal year and (y) only after the occurrence and during continuance of a Default shall such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by field audits be at the Borrower. The obligations of the Borrower under this Section shall survive the termination of the AgreementCompany’s expense.

Expenses; Indemnification. (a) The Borrower shall reimburse pay within thirty (30) days after written notice from the Administrative Agent, (i) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of counsel to the Administrative Agent for any costsand (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 limitation, reasonable and invoiced 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 obligated under this subsection (a)(ii) shall be limited to the reasonable and invoiced 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 Borrower is obligated under this subsection (a)(ii) shall be limited to the reasonable and invoiced non-duplicative costs and expenses of the Administrative Agent). For purposes of this subsection (a)(ii), (1) counsel for the Administrative Agent shall mean a single outside law firm representing the 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 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 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 fees and reasonable expenses for attorneys for at any time following the Administrative Agent, which attorneys may be employees payment of the Administrative Agent)Obligations) be asserted against any Indemnitee, paid 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 Administrative Agent in connection with Loan Documents or the administrationexecution, amendmentdelivery or performance of any Loan Document, modification(ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, and enforcement (iii) any Environmental Claim arising out of the Loan Documentsmanagement, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for use, control, ownership or operation of property or assets by the Administrative Agent andBorrower or any of the Environmental Affiliates, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees on-site and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees off-site activities of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent Borrower or any Lender in connection with the collection and enforcement Environmental Affiliate involving Materials of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative AgentEnvironmental Concern, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documentsbreach of any environmental representation or warranty set forth herein, but excluding those liabilities, losses, damages, costs and expenses (a) for which such Indemnitee has been compensated pursuant to the terms of this Agreement or that are excluded under Section 8.3, (vb) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out incurred solely by reason of the gross negligence or willful misconduct of the party seeking indemnification therefor such Indemnitee as determined in by a final non-appealable judgment of a court of competent jurisdiction, (c) arising from any violation of Environmental Law relating to a 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. The Borrower agrees not to assert In addition, the indemnification set forth in this Section 9.3(b) in favor of any claim against the Administrative director, officer, agent or employee of any Agent or any Lender, any of Bank shall be solely in their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of this Agreement and the Agreement.payment of the Obligations. Without limitation of

Expenses; Indemnification. The Borrower Whirlpool shall reimburse the Administrative Agent and the Fronting Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), attorneys' fees) paid or incurred by the Administrative Agent and the Fronting Agent in connection with the administrationpreparation, negotiation review, execution, delivery, amendment, modification, modification and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Whirlpool also agrees to reimburse the Administrative Agent, the Fronting Agent and the Lenders for any reasonable costs, internal charges and out-of-of- pocket expenses (including, without limitation, all including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, the Fronting Agent and the Lenders, which attorneys may be employees of the Administrative Agent, the Fronting Agent or the Lenders), any Lender) paid or incurred by the Administrative Agent, the Fronting Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower Whirlpool further agrees to indemnify the Administrative Agent, the Fronting Agent and each Lender and each of their Affiliates, and their respective directors, employeesofficers, affiliates, agents and officers employees (each an "Indemnified Person") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Fronting Agent a Lender or any Lender other Indemnified Person is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, hereby or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder; provided, except however, that Whirlpool shall not be liable to the extent that any of the foregoing arise out of the Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or expense resulting from such Indemnified Person's gross negligence or willful misconduct of misconduct. Notwithstanding anything in this Credit Agreement to the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against contrary, Whirlpool shall indemnify the Administrative Agent Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or making Advances in Agreed Currencies other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerthan Dollars. The obligations of the Borrower Whirlpool under this Section 10.06 shall survive the termination of the this Credit Agreement.

Expenses; Indemnification. The Borrower Each of the Obligors agrees to pay Agent, on demand, its pari passu share of all reasonable costs and expenses of any kind, including counsel fees, which Agent may incur in enforcing any of its or any of the Bigger-District Creditors’ rights or remedies against the Obligors under this Section 4. Aegis and each Bigger-District Creditor shall reimburse the Administrative Agent upon demand for its ratable share of any costs, internal charges and out-of-reasonable costs or out of pocket expenses (including, without limitation, all reasonable fees for consultants and including attorney’s fees and reasonable expenses) incurred by Agent in enforcing any of its or any of Aegis’ or the Bigger-District Creditors’ rights or remedies against the Obligors in accordance with this Section 4 to the extent that Agent is not promptly reimbursed for such expenses for attorneys for the Administrative Agent, which attorneys may be employees by or on behalf of the Administrative Agent)Obligors. TO THE EXTENT AGENT IS NOT PROMPTLY REIMBURSED BY THE OBLIGORS, paid or incurred by the Administrative Agent in connection with the administrationEACH BIGGER-DISTRICT CREDITOR WILL REIMBURSE AND INDEMNIFY AGENT, amendmentIN PROPORTION TO ITS PRO RATA SHARE, modificationFOR AND AGAINST ANY AND ALL LIABILITIES, and enforcement of the Loan DocumentsOBLIGATIONS, provided LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES (INCLUDING COUNSEL FEES AND DISBURSEMENTS) OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST AGENT IN PERFORMING ITS DUTIES AS AGENT HEREUNDER, IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT; PROVIDED, that reimbursement for such fees and expenses for attorneys will AEGIS AND THE bigger-district creditorS shall NOT be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders liable for any reasonable costsportion of such liabilities, internal charges and out-of-pocket expenses (includingobligations, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, actions, judgments, liabilities and suits, costs, expenses (includingor disbursements resulting from Agent’s gross negligence, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence bad faith or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdictionmisconduct. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any obligation of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note Aegis and the other Loan Documents Bigger-District Creditors in this Section 4(e) shall take survive the same free and clear payment of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower Obligors under this Section shall survive the termination of Aegis Debt and the AgreementBigger-District Debt.

Expenses; Indemnification. (i) The Borrower Borrowers shall reimburse the Administrative Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (includingincluding reasonable attorneys' and paralegals' fees, without limitation, all reasonable fees for consultants time charges and fees expenses of attorneys and reasonable expenses for attorneys paralegals for the Administrative AgentAgent and Arranger, which attorneys and paralegals may or may not be employees of the Administrative Agent)Agent or the Arranger, and expenses of and fees for other advisors and professionals engaged by the Administrative Agent or the Arranger) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationinvestigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, administration and enforcement collection of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent Agents, the Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (includingincluding reasonable attorneys' and paralegals' fees, without limitation, all fees time charges and reasonable expenses for of attorneys and paralegals for the Administrative Agent Agents, the Arranger and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent Agents, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agents, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitationDocuments. Notwithstanding anything herein or in any other Loan Document to the contrary, any workout), provided and all provisions in this Agreement or in any other Loan Document that reimbursement for obligates the Company or any of its Subsidiaries to pay the attorney's fees or expenses of another Person shall be deemed to obligate the Company or such Subsidiary (as the case may be) to pay the actual and reasonable attorney's fees and expenses of such Person and such fees and expenses for attorneys will shall be limited calculated without giving effect to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel any statutory presumptions as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents reasonableness or the transactions contemplated thereby. The Borrower agrees amount thereof that during the term of the Agreement, it shall may apply under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreementapplicable law.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any costs, internal charges reasonable costs and out-of-pocket expenses (includingincluding reasonable attorneys’ and paralegals’ fees, without limitation, all reasonable fees for consultants time charges and fees expenses of attorneys and reasonable expenses for attorneys paralegals for the Administrative AgentAgent and Arrangers, which attorneys and paralegals may or may not be employees of the Administrative Agent)Agent or the Arranger, and expenses of and fees for other advisors and professionals engaged by the Administrative Agent or the Arranger) paid or incurred by the Administrative Agent or the Arranger in connection with the administrationinvestigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, administration and enforcement collection of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger and the Lenders for any reasonable costs, internal charges costs and out-of-pocket expenses (includingincluding attorneys’ and paralegals’ fees, without limitation, all fees time charges and reasonable expenses for of attorneys and paralegals for the Administrative Agent Agent, the Arranger and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent Agent, the Arranger or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors Expenses being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused reimbursed by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section 9.6 include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time LaSalle Bank may prepare and may distribute to the Lenders (but shall survive have no obligation or duty to prepare or to distribute to the termination Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by LaSalle Bank from information furnished to it by or on behalf of the Borrower, after LaSalle Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. 9.6.1 The Borrower shall reimburse the Administrative Agent, each Sustainability Structuring Agent and each Arranger for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including, without limitation, all including reasonable fees for consultants and fees time charges of attorneys and reasonable expenses for attorneys paralegals for the Administrative Agent, which attorneys may be employees of the Administrative Agent), but limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all such parties (taken as a whole) and, if reasonably necessary, a single local counsel for all such parties (taken as a whole) 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 indemnified parties similarly situated and taken as a whole, and reasonable expenses of and fees for other advisors and professionals engaged by the Agent or any Arranger) paid or incurred by the Administrative Agent, any Sustainability Structuring Agent or any Arranger in connection with the administrationinvestigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, modification and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers, the Sustainability Structuring Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including, without limitation, all including attorneys’ and paralegals’ fees and reasonable time charges and expenses for of attorneys and paralegals for the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers, the Sustainability Structuring Agent and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers, the Sustainability Structuring Agent or the Lenders), ) paid or incurred by the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers, the Sustainability Structuring Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent and the Arrangers for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative AgentAgent or the Arrangers, which attorneys may be employees of the Administrative Agent), Agent or the Arrangers) paid or incurred by the Administrative Agent or the Arrangers in connection with the administrationpreparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and enforcement administration of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arrangers, the LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Arrangers, the LC Issuers and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arrangers, the LC Issuers or the Lenders), ) paid or incurred by the Administrative Agent Agent, the Arrangers, any LC Issuer or any Lender in connection with the collection and of the Obligations or the enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative AgentDocuments. The Borrower further agrees to indemnify the Administrative Agent, the Arrangers, each Lender LC Issuer and each Lender, their Affiliatesrespective affiliates, and each of their directors, employees, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore therefor whether or not the Administrative Agent, the Arrangers, any LC Issuer or any Lender or any affiliate is a party theretothereto and whether brought by any Loan Party or any other Person) which any of them may pay or incur arising out of or relating to (i) the this Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, Credit Extension hereunder except to the extent that any they are determined in a final non-appealable judgment by a court of the foregoing arise out of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrowerindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of the this Agreement.

Expenses; Indemnification. (a) The Borrower Company shall reimburse the Administrative Agent Agents (including any of their respective Affiliates) and each Lender (including any of its respective Affiliates) for any costs, internal charges and reasonable out-of-pocket costs and expenses documented in reasonable detail (limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of (i) White & Case LLP, as counsel to the Agents (plus one firm of local counsel to the Agents in each relevant jurisdiction and one firm of conflicts counsel to the Agents if the Agents determine engaging such counsel is appropriate in their sole discretion) and (ii) the Ad Hoc Group Advisors (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may be reasonably necessary), upon presentation of a reasonably detailed statement of all such costs and expenses, paid or incurred by the Agents Exhibit 10.8 (including any of their respective Affiliates) and the Lenders (including any of their respective Affiliates) in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees preparation of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement reports described below) of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent. The Borrower Company also agrees to reimburse the Administrative Agent Agents and the Lenders for any reasonable costs, internal charges and out-of-pocket costs and expenses (including, without limitation, all limited in the case of legal fees and expenses, to the reasonable expenses for attorneys for fees, charges and disbursements of (i) White & Case LLP, as counsel to the Administrative Agent Agents (plus one firm of local counsel to the Agents in each relevant jurisdiction and one firm of conflicts counsel to the Lenders, which attorneys Agents if the Agents determine engaging such counsel is appropriate in their sole discretion) and (ii) Xxxxx Xxxx & Xxxxxxxx LLP (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may be employees of the Administrative Agent or the Lendersreasonably necessary), ) paid or incurred by the Administrative Agent Agents or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.