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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower Domestic Borrowers 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, 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 and modification of the Loan Documents. The Borrowers also agree, subject to Section 2.27.1 with respect to the Foreign Borrowers, to reimburse the Administrative Agent, the Arranger, the LC Issuer 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, the LC Issuer 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 amendmentArranger, modification, and enforcement of the Loan Documents. 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 LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (includingDocuments. Expenses being reimbursed by the Domestic Borrowers under this Section include, without limitation, any workout)costs and expenses incurred in connection with the Reports described in the following sentence. Each Borrower acknowledges that from time to time 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 assets of the Company and its Subsidiaries for internal use by U.S. Bank from information furnished to it by or on behalf of the Company and its Subsidiaries, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower Borrowers, subject to Section 2.27.1 with respect to the Foreign Borrowers, hereby further agrees agree to indemnify and hold harmless the Administrative Agent, the Arranger, the LC Issuer, each Lender Lender, their respective officers, directors, employees, agents, advisors, controlling persons, members and their Affiliatessuccessors and assigns (each, an “Indemnified Person”) from and their directors against any and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (includingexpenses, without limitationjoint or several, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, or any Lender is a party thereto) to which any of them such Indemnified Person may pay or incur become subject arising out of or in connection with the Loan Documents or any related transaction or any claim, litigation, investigation or proceeding relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application any of the proceeds foregoing, regardless of whether any Loan hereunder such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by the acts Company or any of its Affiliates or shareholders), and to reimburse each such Indemnified Person upon written demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the Administrative Agent or foregoing; provided, that such indemnity shall not, as to any Lender entering into this AgreementIndemnified Person, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except be available to the extent that any such losses, claims, damages, liabilities or expenses (a) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of such Indemnified Person, (b) result from a claim brought by the party seeking indemnification thereforCompany or any Subsidiary against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations under the Loan Documents, if the Company or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iic) arise from the indemnitee’s violation of its own internal policies are to reimburse an Indemnified Person for any claims, damages, actual losses, liabilities or from a violation of lawsexpenses related to an investigation, rules, litigation or regulations applicable to their operations. proceeding solely between or among Indemnified Persons. (c) The obligations of the Borrower Borrowers under this Section 9.6 shall survive the termination of 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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of 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 directors, employees, 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 therefor 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 this (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 or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefortherefor 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 (ii) arise from 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 indemniteeactual 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 violation interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of its own internal policies all offsets, counterclaims or from a violation defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of lawssuch documents, rulesand 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 regulations applicable to their operationsdefense 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 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 directors, employees, 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 therefor 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 this (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 or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefortherefor 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 (ii) arise from 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 indemniteeactual or proposed use of the Loans, 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 violation interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of its own internal policies all offsets, counterclaims or from a violation defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of lawssuch documents, rulesand 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 regulations applicable to their operationsdefense 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 the Agreement.

Expenses; Indemnification. (a) 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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliatesthe Collateral Agent within thirty (30) days following demand for all documented, reasonable out-of-pocket costs, expenses and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (charges including, without limitation, all due diligence expenses, travel expenses, fees and reasonable expenses for attorneys charges of legal counsel, consultants and advisors to the indemnified partiesLenders, all expenses of litigation or preparation therefor whether or not the Administrative Agent and the Collateral Agent and other expenses, in each case to the extent documented, reasonable, out-of-pocket and incurred by the Administrative Agent, any Lender or the Collateral Agent, as applicable, in connection with (i) the negotiation, performance or enforcement (including in any work-out, restructuring or bankruptcy proceeding) of this Note or any other Basic Document or (ii) the defense or prosecution of any rights of the Administrative Agent, any Lender is a party theretoor the Collateral Agent hereunder. The Administrative Agent, each Lender and the Collateral Agent shall provide reasonable support for any costs, expenses and/or charges at the Borrower’s reasonable request and shall obtain approval from the Borrower (which shall not be unreasonably withheld or delayed) which prior to incurring any unusual and extraordinary expenses. The foregoing amounts incurred in connection with the negotiation of them this Note and the other Basic Documents may pay be funded with the Loans. (b) The Borrower agrees to indemnify and hold the Administrative Agent, each Lender and the Collateral Agent together with its respective directors, officers, employees, agents and consultants harmless from and against all claims, damages, losses, liabilities, costs, deficiencies and documented expenses and damages, including, without limitation, investigative costs, settlement costs and reasonable legal, accounting or incur other expenses for investigating or defending against any actions or threatened actions (collectively, the “Losses”), arising out of or relating to in connection with (i) the execution or delivery of each Basic Document, including this AgreementNote, and the other Loan performance by any Person of its obligations under such Basic Documents, (ii) the Projects, making of the transactions contemplated hereby or Loans and (iii) the direct or indirect application or proposed application use of the proceeds of any Loan hereunder Loan, and any prospective claim, litigation, investigation or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except proceeding related to the extent that any of the foregoing (i) arise out foregoing, but excluding, in each case, any such Losses incurred by reason of the bad faith, gross negligence or willful misconduct of any Person indemnified hereunder. The Administrative Agent, any Lender and/or the Collateral Agent, as applicable, shall promptly notify the Borrower of any claim under this Section 7(b). The Borrower may elect to assume the defense of any action, proceeding or dispute with a third party seeking indemnification thereforin respect of which a claim is to be made under this Section 7(b); provided, however, that if the Borrower assumes control of the defense of any such action, proceeding or dispute, the Borrower shall not agree or conclude any settlement that affects the Administrative Agent, any Lender or the Collateral Agent without the prior written approval of the Administrative Agent, each Lender or the Collateral Agent, as applicable (such approval not to be unreasonably withheld). In the event the Borrower assumes control of the defense of any such action, proceeding or dispute, the Borrower shall not be liable to the Administrative Agent, any Lender or the Collateral Agent for any legal fees and expenses of additional counsel incurred by the Administrative Agent, any Lender or the Collateral Agent in connection with such defense; provided, however, that each of the Administrative Agent, the Lenders and the Collateral Agent shall have the right to employ its own counsel whose reasonable legal fees and expenses shall be indemnified by the Borrower if (A) there is or could reasonably be expected to be a conflict of interest between the Administrative Agent, any Lender or the Collateral Agent, as applicable, and the Borrower in connection with the defense of such action, proceeding or dispute, or (iiB) arise there is a specific defense available to the Administrative Agent, each Lender or the Collateral Agent, as applicable, which is different from or additional to those available to the Borrower, or (C) it is reasonably necessary to protect the interests of the Administrative Agent, each Lender or the Collateral Agent, as applicable, to the extent such interests differ from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations interests of the Borrower under this Section shall survive the termination of this AgreementBorrower.

Expenses; Indemnification. (a) The Borrower shall reimburse the Co-Administrative Agents (which, for purposes of this Section 9.6, shall also include the Designated Agent in its capacity as such) upon demand for all reasonable out-of-pocket expenses paid or incurred by the Co-Administrative Agents, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Co-Administrative Agents 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 Co-Administrative Agents), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Co-Administrative Agents, the LC Issuers 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 Co-Administrative AgentAgents, which attorneys may be employees the LC Issuers 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 Co-Administrative Agent in connection with the amendmentAgents, modification, and enforcement of the Loan Documents. 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 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)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Designated 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 internal use by Designated Agent from information furnished to it by or on behalf of the Borrower, after Designated Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower hereby further agrees to indemnify and hold harmless the Co-Administrative AgentAgents, the Arrangers, each Lender and LC Issuer, each Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees reasonable attorneys’ fees, charges and reasonable expenses for attorneys of the indemnified partiesdisbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor therefor) whether or not the Co-Administrative AgentAgents, the Arrangers, any LC Issuer, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, 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, any environmental liability related in any way to the Borrower or any of its Subsidiaries, or 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 of its Subsidiaries, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any costs, internal charges costs 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 preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents. 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 (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)Documents. The Borrower acknowledges that from time to time the 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 internal use by the Agent from information furnished to it by or on behalf of the Borrower, after the Agent has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and the Arranger upon demand for all reasonable and documented 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 (including the costs of internal review of a third party environmental review), charges and disbursements of one primary firm of outside counsel to the Administrative Agent and the Arranger, and/or following the occurrence of an Event of Default the allocated costs of in-house counsel incurred from time to time, 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 and any commitment letters relating thereto (including without limitation expenses of the “DebtX” database and if applicable CUSIP registration expenses). The Borrower also agrees to reimburse the Administrative Agent, the Arranger, the LC Issuers and the Lenders for any reasonable and documented costs, internal charges and out-of-pocket expenses (includingexpenses, without limitation, all reasonable fees for consultants including charges and fees and reasonable expenses for attorneys for disbursements of outside counsel to the Administrative Agent, which attorneys may be employees the Arranger, the LC Issuers 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 amendmentArranger, modification, and enforcement of the Loan Documents. 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 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)reasonable costs and expenses incurred in connection with the Reports described in the following sentence; provided, however, that the Borrower shall be required to reimburse reasonable and documented costs and expenses incurred in connection with Reports generated only once in a calendar year unless there is a continuing Event of Default, in which case the Borrower shall reimburse costs and expenses for Reports generated during such time. The Borrower acknowledges that from time to time 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. (b) The Borrower hereby further agrees to indemnify and hold harmless the Administrative Agent, the Arranger, each Lender LC Issuer, each Lender, their respective affiliates and each of their Affiliatesdirectors, officers, employees, agents and their directors and officers advisors (each, an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or litigation, preparation therefor therefor, and settlement thereof whether or not the Administrative Agent, the Arranger, any LC Issuer, any Lender or any Lender affiliate is a party thereto) which that any of them such Indemnitee may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from (1) the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, applicable Indemnitee or (ii2) arise from the indemnitee’s violation a material breach in bad faith by such Indemnitee of its own internal policies express obligations hereunder. If it is determined that a higher Applicable Margin should have applied to a period than was actually applied due to inaccurate reporting on financial statements or a compliance certificate, then the proper margin shall be applied retroactively and the Borrower shall promptly pay to the Administrative Agent, for the ratable benefit of the Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid; provided, however, if the Applicable Margin would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from a violation one period to another period or any similar reason), then the amount payable by the Borrower shall be based upon the excess, if any, of laws, rules, or regulations the amount of interest and fees that should have been paid for all applicable to their operationsperiods over the amount of interest and fees paid for all such periods. The obligations of the Borrower under this Section 9.6(a) and (b) shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Domestic Borrower shall reimburse the Administrative Agent and the Arranger (and each Lender up to a maximum amount of $2,500) 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 or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet or through a service such as Intralinks), review, amendment, modification, and enforcement administration of the Loan Documents. The Domestic 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 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 restructuring, collection and enforcement of the Loan Documents Documents. Expenses being reimbursed by the Domestic Borrower under this Section 9.6 include, without limitation, costs and expenses incurred in connection with: (i) appraisals of all or any portion of the Collateral, each parcel of real Property or interest in real Property described in any Collateral Document, which appraisals 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 workoutrules promulgated to implement such provisions (including travel, lodging, meals and other out of pocket expenses for inspections of the Collateral and the Borrower’s operations by the Agent) plus the Agent’s then customary charge for field examinations and audits and the preparation of certain audit reports (the “Reports”) which the Borrower acknowledges may be prepared by Chase from time to time and which the Borrower agrees may be distributed to the Lenders by Chase pertaining to the Borrower’s assets from information furnished to it by or on behalf of the Borrower, after Chase has exercised its rights of inspection pursuant to this Agreement (such charge is currently $850 per day (or portion thereof) for each Person retained or employed by the Agent with respect to each field examination or audit) (provided, however, that if, during the period comprised of the 12 Fiscal Months immediately prior to the scheduled commencement of the first field exam in any Fiscal Year, Availability is not less than $25,000,000 for 3 consecutive Business Days or any 5 Business Days in any of such Fiscal Months, the Agent shall only conduct that one field exam during such Fiscal Year); (ii) any amendment, modification, supplement, consent, waiver or other documents prepared with respect to any Loan Document and the transactions contemplated thereby; (iii) lien and title searches and title insurance; (iv) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Agent’s Liens (including costs and expenses paid or incurred by the Agent in connection with the consummation of the Agreement); (v) sums paid or incurred to take any action required of the Borrower under the Loan Documents that the Borrower fails to pay or take; (vi) any litigation, contest, dispute, proceeding or action (whether instituted by the Agent, the LC Issuer, any Lender, any Loan Party or any other Person and whether as to party, witness or otherwise) in any way relating to the Collateral, the Loan Documents or the transactions contemplated thereby; and (vii) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Funding Account and lock boxes, and costs and expenses of preserving and protecting the Collateral. The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrower. All of the foregoing costs and expenses may be charged to the applicable Borrower’s Loan Account as Revolving Loans or to another deposit account, all as described in Section 2.17(b). (b) The Domestic Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, the LC Issuer, each Lender and Lender, their respective Affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, the LC Issuer any Lender or any Lender Affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Domestic Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges all reasonable and documented out-of-pocket expenses paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs 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, without limitation, all reasonable fees for consultants via DebtX and fees and reasonable expenses for attorneys for any other internet service selected by the Administrative Agent), which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including, without limitation, all fees filing and 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 Agent, the LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent Agent, any LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout)Documents. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of Expenses being reimbursed by the Borrower under this Section 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 Administrative 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 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.

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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower ▇▇▇▇▇▇▇▇ further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors respective directors, officers, employees and officers agents against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, 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, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of 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 shall reimburse the Administrative Agent Bank 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 AgentBank, which attorneys may be employees of the Administrative AgentBank) paid or incurred by the Administrative Agent Bank in connection with the preparation, negotiation, execution, delivery, distribution (including, without limitation, via the internet), review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders Bank 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 LendersBank, which attorneys may be employees of the Administrative Agent or the LendersBank) paid or incurred by the Administrative Agent or any Lender Bank in connection with the collection and enforcement of the Loan Documents Documents. Expenses being reimbursed by the Borrower 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 Mortgage, 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)rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time the Bank may prepare (but shall have no obligation or duty to prepare) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by the Bank from information furnished to it by or on behalf of the Borrower, after the Bank has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower further agrees to indemnify the Administrative AgentBank, each Lender and their Affiliatesits affiliates, and their directors each of its directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, Bank or any Lender Affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

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 (including, without limitation, all reasonable fees for consultants and including fees and reasonable expenses charges of outside counsel for 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 preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger, each Lender and the Lenders Issuer for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including fees and reasonable expenses for charges of attorneys for the Administrative Agent Agent, the Arranger, such Lender and the LendersIssuer, which attorneys may be employees of the Administrative Agent Agent, the Arranger, such Lender or the LendersIssuer) paid or incurred by the Administrative Agent or Agent, the Arranger, any Lender or the Issuer in connection with the collection and enforcement enforcement, attempted enforcement, and preservation of rights and remedies under, any of the Loan Documents (including, without limitation, including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding). . (ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, each Lender Lender, the Issuer, their respective affiliates and their Affiliatesthe directors, officers and their directors and officers employees of the foregoing against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, including all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Lender or the Issuer or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the payment of the Obligations and termination of 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 preparation, negotiation, execution, delivery, review, amendment, modification, and enforcement administration of the Loan Documents. 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 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 of the Obligations or the enforcement of the Loan Documents (including, without limitation, any workout)Documents. The Borrower further agrees to indemnify the Administrative AgentAgent and each Lender, each Lender its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (collectively, the "indemnified obligations") (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, Agent 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that no indemnified party shall be indemnified for any of the foregoing (i) arise out of the bad faith, indemnified obligations arising from its own gross negligence or willful misconduct as finally determined by a court of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationscompetent jurisdiction. The obligations of the Borrower under this Section 9.7 shall survive the termination of this Agreement.

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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower Borrowers under this Section shall survive the termination of 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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent and each Lender and their AffiliatesLender, and their its directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent for any costs, internal charges and all reasonable out-of-pocket expenses paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent incurred from time to time, in connection with 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 any other internet service selected by the Administrative Agent), which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including, without limitation, all fees filing and 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 Agent, the LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent Agent, any 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)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 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. (b) The Borrower hereby further agrees to indemnify and hold harmless the Administrative Agent, the Arranger, each Lender and LC Issuer, each Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees reasonable attorneys’ fees, charges and reasonable expenses for attorneys of the indemnified partiesdisbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor therefor) whether or not the Administrative Agent, the Arranger, any LC Issuer, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, 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, any environmental liability related in any way to the Borrower or any of its Subsidiaries, or 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 of its Subsidiaries, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors respective directors, officers, employees and officers agents against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, 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, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of 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. The (a) Borrower shall reimburse the agrees to pay on demand all reasonable costs and expenses of Administrative Agent in connection with the syndication, preparation, execution, delivery, modification, and amendment of this Agreement, the other Loan Papers, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for Administrative Agent (including the cost of internal counsel) with respect thereto and with respect to advising Administrative Agent as to its rights and responsibilities under the Loan Papers. Borrower further agrees to pay on demand all reasonable costs and expenses of Administrative Agent and Banks, if any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and attorneys' fees and reasonable expenses for attorneys for and the Administrative Agentcost of internal counsel), which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the amendmentenforcement (whether through negotiations, modificationlegal proceedings, and enforcement or otherwise) of the Loan Documents. The Papers and the other documents to be delivered hereunder. (b) Borrower also agrees to reimburse the indemnify and hold harmless Administrative Agent and the Lenders for any reasonable costs, internal charges each Bank 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 each 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender their Affiliates and their Affiliatesrespective officers, directors, employees, Administrative Agents, and their directors advisors (each, an "Indemnified Party") from and officers against any and all losses, claims, damages, penaltieslosses, judgmentsliabilities, liabilities costs, and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified partiesattorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, all expenses of litigation or preparation therefor whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur in each case arising out of or relating to this Agreementin connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the other Loan DocumentsPapers, the Projects, any of the transactions contemplated hereby herein or the direct or indirect application actual or proposed application use of the proceeds of any the Revolving Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), except to the extent that any such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of the foregoing (i) arise out of the bad faith, competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 14.3 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower agrees not to assert any claim against Administrative Agent, any Bank, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, Administrative Agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Papers, any of the party seeking indemnification therefortransactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Loan. (c) Without prejudice to the survival of any other agreement of Borrower hereunder, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The agreements and obligations of the Borrower under contained in this Section 14.3 shall survive the termination payment in full of the Loans and all other amounts payable under this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and the Arranger upon demand for any costs, internal charges all reasonable and documented 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 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 coasts 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, modification and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger, the LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including, without limitation, all fees filing and 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 Agent, the Arranger, the LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent Agent, the Arranger, any 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)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time 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. (b) The Borrower hereby further agrees to indemnify and hold harmless the Administrative Agent, the Arranger, each Lender and LC Issuer, each Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor (including reasonable fees, charges and disbursements of outside counsel) whether or not the Administrative Agent, the Arranger, any LC Issuer, any Lender or any Lender affiliate is a party theretothereto and whether or not brought by a third party or by the Borrower) which that any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification thereforindemnification, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of lawsincluding, ruleswithout limitation, or regulations applicable to their operationsreasonable attorneys’ fees and settlement costs. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (i) 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 including attorneys’ and paralegals’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent and expenses of and fees for other advisors and professionals engaged by the Agent) paid or incurred by the Administrative Agent in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, modification and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the Syndication Agent, and the Lenders for any reasonable costs, internal charges and 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, and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent Agent, the Syndication Agent, or the Lenders) paid or incurred by the Administrative Agent Agent, the Syndication Agent, or any Lender in connection with the collection and enforcement of the Loan Documents Documents. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Syndication Agent, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Syndication Agent, any Lender or any Lender affiliate is a party thereto, and all reasonable attorneys’ and paralegals’ fees, reasonable time charges and reasonable expenses of attorneys and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan the Advances and Loans hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of they have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this 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 paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP costs 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, without limitation, all reasonable fees for consultants via DebtX and fees and reasonable expenses for attorneys for any other internet service selected by the Administrative Agent), which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including, without limitation, all fees filing and 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 Agent, the LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent Agent, any LC Issuer or any Lender in connection with the collection and enforcement of the Loans, Facility LCs and Loan Documents (includingDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, any workout)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 internal use by the Administrative Agent from information furnished to it by or on behalf of the Borrower, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower hereby further agrees to indemnify the Administrative Agent, and hold harmless each Lender and their Affiliates, and their directors and officers Indemnitee against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees reasonable attorneys’ fees, charges and reasonable expenses for attorneys of the indemnified partiesdisbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor therefor) whether or not the Administrative Agent, or any Lender such Indemnitee is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, 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, any environmental liability related in any way to the Borrower or any of its Subsidiaries, or 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 of its Subsidiaries, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationssuch Indemnitee. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower 10.3.1 Each Loan Party shall pay or reimburse Lender for (a) all reasonable out of pocket expenses incurred by Lender and its Affiliates, including the Administrative Agent for any costsreasonable fees, internal charges and disbursements of counsel for Lender, in connection with the negotiation, preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated thereby shall be consummated); (b) all 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 Lender, including the Administrative Agent fees, charges and disbursements of any counsel for Lender, in connection with the amendmentenforcement, modification, and enforcement collection or protection of its rights in connection with the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; (includingc) (i) appraisals and insurance reviews, without limitationfield examinations and the preparation of reports, all based on the fees charged by a third party retained by Lender or the internally allocated fees for each Person employed by Lender with respect to each field examination, (ii) fees charged by third parties to review and reconcile amounts reported on Borrowing Base Certificates to the related source documents provided by Borrower, and (iii) background checks regarding senior management and/or key investors, taxes, fees and reasonable other charges for (A) lien and title searches and (B) filing financing statements and continuations, and other actions to perfect, protect, and continue Lender’s Liens; and (d) costs and expenses for attorneys for of preserving, protecting and insuring the Administrative Agent Collateral. All of the foregoing costs and the Lenders, which attorneys expenses may be employees charged to Borrower as Revolving Loans or to any deposit account. 10.3.2 Each Loan Party shall indemnify Lender and each Related Party of the Administrative Agent or the LendersLender (each such Person being called an “Indemnitee”) paid or incurred by the Administrative Agent or any Lender in connection with the collection against, and enforcement of the Loan Documents (including, without limitationhold each Indemnitee harmless from, any workout). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (including, without limitation, all fees and reasonable expenses for attorneys a) the execution or delivery of the indemnified partiesLoan Documents or any agreement or instrument contemplated thereby, all expenses the performance by the parties hereto of litigation their respective obligations thereunder or preparation therefor whether the consummation of the transactions contemplated hereby, (b) any Loan or not the Administrative Agentuse of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (d) the failure of any Loan Party to deliver to Lender the required receipts or other required documentary evidence with respect to a payment made by such Loan Party for Taxes pursuant to Section 2.9.4, or (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto) which ; provided that such indemnity shall not, as to any of them may pay or incur arising out of or relating to this AgreementIndemnitee, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except be available to the extent that any such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of such Indemnitee. 10.3.3 To the party seeking indemnification thereforextent permitted by applicable law, no Loan Party shall assert, and each hereby waives and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or (ii) arise from as a result of, this Agreement or any agreement or instrument contemplated hereby, the indemnitee’s violation of its own internal policies transactions contemplated hereunder, any Loan or from a violation of laws, rules, or regulations applicable to their operations. The obligations the use of the Borrower proceeds thereof. 10.3.4 All amounts due under this Section 10.3 shall survive be payable not later than three (3) Business Days after written demand therefor. 10.3.5 Without limiting the termination provisions of Section 2.10.3, this AgreementSection 10.3 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 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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationstherefore. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower Company 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, 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 and modification of the Loan Documents. The Borrowers also agree, subject to Section 2.27.1 with respect to the Foreign Subsidiary Borrowers, to reimburse the Administrative Agent, the Arranger, the LC Issuer 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, the LC Issuer 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 amendmentArranger, modification, and enforcement of the Loan Documents. 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 LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (includingDocuments. Expenses being reimbursed by the Company under this Section include, without limitation, any workout)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower Company acknowledges that from time to time 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 assets of the Company and its Subsidiaries for internal use by U.S. Bank from information furnished to it by or on behalf of the Company and its Subsidiaries, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement. (b) The Borrowers, subject to Section 2.27.1 with respect to the Foreign Borrowers, hereby further agrees agree to indemnify and hold harmless the Administrative Agent, the Arranger, the LC Issuer, each Lender Lender, their respective officers, directors, employees, agents, advisors, controlling persons, members and their Affiliatessuccessors and assigns (each, an “Indemnified Person”) from and their directors against any and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (includingexpenses, without limitationjoint or several, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, or any Lender is a party thereto) to which any of them such Indemnified Person may pay or incur become subject arising out of or in connection with the Loan Documents or any related transaction or any claim, litigation, investigation or proceeding relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application any of the proceeds foregoing, regardless of whether any Loan hereunder such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by the acts Company or any of its Affiliates or shareholders), and to reimburse each such Indemnified Person upon written demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the Administrative Agent or foregoing; provided, that such indemnity shall not, as to any Lender entering into this AgreementIndemnified Person, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except be available to the extent that any such losses, claims, damages, liabilities or expenses (a) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of such Indemnified Person, (b) result from a claim brought by the party seeking indemnification thereforCompany or any Subsidiary against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations under the Loan Documents, if the Company or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iic) arise from the indemnitee’s violation of its own internal policies are to reimburse an Indemnified Person for any claims, damages, actual losses, liabilities or from a violation of lawsexpenses related to an investigation, rules, litigation or regulations applicable to their operations. proceeding solely between or among Indemnified Persons. (c) The obligations of the Borrower Borrowers under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any covenants and agrees to pay all reasonable costs, internal expenses and charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees expenses of counsel, engineers, appraisers and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agentconsultants) paid or incurred by the Administrative Agent in connection with (i) the amendment, modificationpreparation 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 (x) the fees and expenses of legal counsel for any Lender other than The Dime incurred in connection with said counsel's review of this Agreement and the other Loan Documents prior to execution and (y) costs, expenses and charges incurred by Administrative Agent and Lenders in connection with the administration or syndication of the Loan. 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. The If Borrower also agrees fails to reimburse the Administrative Agent and the Lenders for pay promptly any reasonable costs, internal charges or expense required to be paid by it as aforesaid, 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 pays such costs, 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 collection and enforcement Default Rate for Prime Based Loans from the date of the Loan Documents (including, without limitation, any workout)demand. The Borrower further agrees to indemnify the Administrative Agent, Agent and each Lender and their Affiliatesrespective directors, officers, employees and agents from, and their directors hold each of them harmless against, any and officers against all losses, liabilities, claims, damages, penalties, judgments, liabilities and damages or expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, or any Lender is a party thereto) which incurred by any of them may pay or incur arising out of or by reason of (A) any claims by brokers due to acts or omissions by Borrower or (B) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application any actual or proposed application use by Borrower of the proceeds of the Loans, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any Loan hereunder such investigation or the acts litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable Person to their operationsbe indemnified). 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 this Agreementthe Loan Commitments.

Expenses; Indemnification. The Borrower shall (a) State Auto Mutual and State Auto Financial jointly and severally agree to 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 preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Basic Documents. The Borrower State Auto Mutual and State Auto Financial also agrees jointly and severally agree 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 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 Documents. (including, without limitation, any workout). The Borrower further agrees b) State Auto Mutual and State Auto Financial hereby jointly and severally agree to indemnify the Administrative Agent, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, Agent any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Basic Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower State Auto Mutual and State Auto Financial under this Section SECTION 5.3 shall survive the termination of 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 Appraisal 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 the administration, amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor 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 this the Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefortherefore. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or (ii) arise from 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 indemniteeactual 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 violation interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of its own internal policies all offsets, counterclaims or from a violation defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of lawssuch documents, rulesand 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 regulations applicable to their operationsdefense 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 the Agreement.

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 Agentattorneys’ fees) paid or incurred by the Administrative Agent and the Fronting Agent in connection with the preparation, negotiation review, execution, delivery, amendment, modification, modification and enforcement administration of the Loan Documents. 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 Lendersany 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)Documents. The Borrower Whirlpool further agrees to indemnify the Administrative Agent, the Fronting Agent, each Issuing Lender and each Lender and each of their Affiliatesrespective directors, officers, affiliates, agents and their directors and officers employees (each an “Indemnified Person”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts Letter of the Administrative Agent Credit hereunder; provided, however, that Whirlpool shall not be liable to any Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, expense resulting from such Indemnified Person’s gross negligence or willful misconduct misconduct. Notwithstanding anything in this Credit Agreement to the contrary, Whirlpool shall indemnify the Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or arising out of the party seeking indemnification therefor, making Advances or (ii) arise from the indemnitee’s violation issuing Letters of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsCredit in Agreed Currencies other than Dollars. The obligations of the Borrower Whirlpool under this Section 10.06 shall survive the termination of this Credit Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and the Arranger 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 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 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 enforcement administration of the Loan Documents. 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 (costs and expenses, including, without limitation, all fees filing and 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 Agent, the Arranger, the LC 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 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)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time 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. Each payment under this Section 9.6 shall be made within ten days following demand therefor accompanied by a reasonably detailed invoice. (b) The Borrower hereby further agrees to indemnify and hold harmless the Administrative Agent, the Arranger, the LC Issuer, each Lender and Lender, their respective Affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and reasonable out-of-pocket expenses (including, without limitation, all fees reasonable attorneys’ fees, charges and reasonable expenses for attorneys of the indemnified partiesdisbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor therefor) whether or not the Administrative Agent, the Arranger, the LC Issuer, any Lender or any Lender Affiliate is a party thereto, but excluding Taxes) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, any actual or alleged presence or release of Hazardous Materials on or from any Property owned or operated by Borrower or any of its Subsidiaries, any environmental liability related in any way to Borrower or any of its Subsidiaries, or 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 Borrower or any of its Subsidiaries, or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan DocumentsCredit Extension hereunder, except in each case to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation any of its own internal policies Affiliates or from a violation material breach of laws, rules, the obligations of such party or regulations applicable to their operationsany of its Affiliates under the Loan Documents. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement. No indemnified Person 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.

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 preparation, negotiation, execution, delivery, review, syndication, amendment, modification, and enforcement administration of the Loan Documents. 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)Documents. The Borrower further agrees to indemnify the Administrative AgentAgent and each Lender, each Lender and their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from they relate solely to a claim or claims between or among the indemnitee’s violation Lenders unrelated to any alleged act or omission of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsthe Borrower. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any costs, internal charges and reasonable 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 Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, modification and enforcement administration of the Loan Documents. 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' and paralegals' fees and reasonable time charges and expenses for of attorneys and paralegals for the Administrative Agent Agent, the Arranger, the LC Issuer and the Lenders, which attorneys and paralegals 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, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in any workoutrelevant Collateral Document, 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, and any rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges 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 Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, the LC Issuer, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, the LC Issuer, any Lender or any Lender affiliate is a party thereto, and all attorneys' and paralegals' fees, time charges and expenses of attorneys and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this 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 amendmentArranger, modification, and enforcement of the Loan Documents. 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)Documents. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of Expenses being reimbursed by the Borrower under this Section shall survive 10.6(a) include, without limitation, costs and expenses incurred in connection with the termination of this Agreement.Reports described in the following 52 4891-7239-4657\7 4889-9803-5617\4

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent Lender for any all reasonable costs, internal charges and out-of-out of pocket expenses (including, without limitation, all including reasonable fees for consultants expenses of and fees and reasonable expenses for attorneys for the Administrative AgentLender who are employees of the Lender and of a single outside counsel for the Lender paid or incurred by the Lender in connection with the preparation, negotiation, execution, delivery, review, amendment, modification and administration of the Loan Documents. The Borrower agrees to reimburse the Lender for (i) all reasonable costs, internal charges and out of pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Lender, which attorneys may be employees of the Administrative AgentLender) paid or incurred by the Administrative Agent in connection with the amendment, modification, and enforcement of the Loan Documents. 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 Obligations of the Borrower under the Loan Documents (includingincluding in any “work-out” or restructuring of the Obligations resulting from the occurrence of a Default) and (ii) any civil penalty or fine assessed by OFAC against, without limitationand all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred in connection with defense thereof by, any workout). the Lender as a result of conduct by the Borrower that violates a sanction enforced by OFAC. (b) The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliatesits respective affiliates, and their directors each of the directors, officers and officers employees of the foregoing Persons (each such Person an “Indemnified Party” and collectively, the “Indemnified Parties”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, or any Lender Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan DocumentsCredit Extension hereunder, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party Indemnified Party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 amendment, modification, and enforcement amendment or modification of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors respective directors, 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 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing arise (ia) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefortherefor or of any Affiliate of such party or (b) from claims of an indemnified party against any Affiliate of such indemnified party. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any of the 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 the use of the proceeds thereof and (iiy) arise from the indemnitee’s violation Administrative Agent and the Lenders shall not assert, and hereby waives, any claim against any of its own internal policies or from a violation of laws, rulesthe Borrower and any other Loan Party, or regulations applicable any theory of liability, for special, indirect, consequential or punitive damages (as opposed to their operationsdirect 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 use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

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 (including, without limitation, all reasonable fees for consultants and including fees and reasonable expenses charges of outside counsel for 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 preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger, the Lenders and the Lenders Issuer for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including fees and reasonable expenses for charges of attorneys for the Administrative Agent Agent, the Arranger, the Lenders and the LendersIssuer, which attorneys may be employees of the Administrative Agent Agent, the Arranger, the Lenders or the LendersIssuer) paid or incurred by the Administrative Agent or Agent, the Arranger, any Lender or the Issuer in connection with the collection and enforcement enforcement, attempted enforcement, and preservation of rights and remedies under, of the Loan Documents (including, without limitation, including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding). . (ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, each Lender Lender, the Issuer, their respective affiliates and their Affiliatesthe directors, officers and their directors and officers employees of the foregoing against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, including all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Lender or the Issuer or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the payment of the Obligations and termination of 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 preparation, negotiation, execution, delivery, review, amendment, modification, and enforcement administration of the Loan Documents. 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)Documents. The Borrower further agrees to indemnify the Administrative Agent, the Arrangers and each Lender Lender, its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (collectively, the “indemnified obligations”) (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that no indemnified party shall be indemnified for any of the foregoing (i) arise out of the bad faith, indemnified obligations arising from its own gross negligence or willful misconduct as finally determined by a court of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationscompetent jurisdiction. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The (a) Borrower shall reimburse the agrees to pay on demand all reasonable costs and expenses of Administrative Agent in connection with the syndication, preparation, execution, delivery, modification, and amendment of this Agreement, the other Loan Papers, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for Administrative Agent (including the cost of internal counsel) with respect thereto and with respect to advising Administrative Agent as to its rights and responsibilities under the Loan Papers. Borrower further agrees to pay on demand all reasonable costs and expenses of Administrative Agent and Banks, if any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and attorneys' fees and reasonable expenses for attorneys for and the Administrative Agentcost of internal counsel), which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the amendmentenforcement (whether through negotiations, modificationlegal proceedings, and enforcement or otherwise) of the Loan Documents. The Papers and the other documents to be delivered hereunder. (b) Borrower also agrees to reimburse the indemnify and hold harmless Administrative Agent and the Lenders for any reasonable costs, internal charges each Bank 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 each 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender their Affiliates and their Affiliatesrespective officers, directors, employees, Administrative Agents, and their directors advisors (each, an "Indemnified Party") from and officers against any and all losses, claims, damages, penaltieslosses, judgmentsliabilities, liabilities costs, and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified partiesattorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, all expenses of litigation or preparation therefor whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur in each case arising out of or relating to this Agreementin connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the other Loan DocumentsPapers, the Projects, any of the transactions contemplated hereby herein or the direct or indirect application actual or proposed application use of the proceeds of any the Revolving Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), except to the extent that any such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of the foregoing (i) arise out of the bad faith, competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 14.3 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower agrees not to assert any claim against Administrative Agent, any Bank, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, Administrative Agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Papers, any of the party seeking indemnification therefortransactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Loan. (c) Without prejudice to the survival of any other agreement of Borrower hereunder, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The agreements and obligations of the Borrower under contained in this Section 14.3 shall survive the termination payment in full of the Revolving Loans and all other amounts payable under this Agreement.

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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationstherefore. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any costs, internal charges and reasonable out-of-pocket expenses and the reasonable costs of field examinations by the Administrative Agent’s personnel or third parties (including, without limitation, all including reasonable fees for consultants attorneys’ and paralegals’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative AgentAgent 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 investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, modification and enforcement administration of the Loan Documents. 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’ and paralegals’ fees and reasonable time charges and expenses for of attorneys and paralegals for the Administrative Agent Agent, the Arranger, the LC Issuer and the Lenders, which attorneys and paralegals may be employees of the Administrative Agent Agent, the Arranger, the LC Issuer or the Lenders) and the reasonable costs of field examinations by the Administrative Agent’s personnel or third parties 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 Borrower 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 any relevant Collateral Document, 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 FIRREA, and any workout)rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges 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 Borrower’s assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, the LC Issuer, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, the LC Issuer, any Lender or any Lender affiliate is a party thereto, and all attorneys’ and paralegals’ fees, time charges and expenses of attorneys and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification thereforor a breach by the party seeking indemnification of the terms of this Agreement or any other Loan Document or a dispute among the Lenders, the LC Issuer, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsAdministrative Agent. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger, the LC 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 LC Issuers and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Arranger, the LC Issuers or the Lenders) paid or incurred by the Administrative Agent Agent, the Arranger, the LC Issuers or any Lender in connection with the collection and enforcement of the Loan Documents Documents. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger and each Lender and their AffiliatesLC Issuer, its directors, officers and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger or any Lender or LC Issuer is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemniteebreach of such party’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsobligations under this Agreement. The obligations of the Borrower under this Section 9.06 shall survive the termination of 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 (x) attorneys’ fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative AgentAgent and (y) any reasonable and documented out-of-pocket fees and expenses incurred in connection with the retention of a financial advisor by or on behalf of the Administrative Agent and/or the Lenders with the prior written consent of the Borrower (not to be unreasonably withheld)) paid or incurred by the Administrative Agent or the Arranger in connection with the amendmentpreparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment (proposed or actual), modification, and enforcement administration of the Loan Documents. 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 (x) 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, the LC Issuer or the LendersLenders and (y) any reasonable and documented out-of-pocket fees and expenses incurred in connection with the retention of a financial advisor by or on behalf of the Administrative Agent and/or the Lenders with the prior written consent of the Borrower (not to be unreasonably withheld)) paid or incurred by the Administrative Agent Agent, the Arranger, the LC Issuer or any Lender in connection with the collection under and enforcement of the Loan Documents Documents. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to (i) the execution or delivery of this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, (ii) the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Administrative Agent foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any Lender entering into this Agreementother Credit Party or their respective equity holders, establishing the facility in favor of Borrower evidenced herebyAffiliates, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights other third Person and whether based on contract, tort or remedies under the Loan Documentsany other theory and regardless of whether any indemnitee is a party thereto; provided that such indemnity shall not, except as to any IndemnityPerson , be available to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.6 may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the indemnitees or any of them. This Section 9.6(ii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (iii) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the LC Issuer or the Swingline Lender under subsection (i) or (ii) of this Section, each Lender severally agrees to pay to the Administrative Agent, the LC Issuer or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined (A) relative to outstanding Revolving Commitment amounts (or if the Aggregate Revolving Commitment has terminated, relative to Outstanding Revolving Credit Exposures)) and (B) as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the LC Issuer or the Swingline Lenders in their capacity as such.

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 (including, without limitation, all including reasonable fees for consultants attorneys' and paralegals' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, which attorneys may be employees Agent and expenses of and fees for other advisors and professionals engaged by the Administrative AgentAgent or the Arranger) paid or incurred by the Administrative Agent or the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, modification and enforcement administration of the Loan Documents. 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' and paralegals' fees and reasonable time charges and expenses for of attorneys and paralegals for the Administrative Agent Agent, the Arranger, the LC 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 Arranger, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents Documents. Expenses being reimbursed by the Borrower 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 any relevant Collateral Document, 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 FIRREA, and any workout)rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time JPMorgan 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 JPMorgan from information furnished to it by or on behalf of the Borrower, after JPMorgan has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, the LC Issuer, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, the LC Issuer, any Lender or any Lender affiliate is a party thereto, and all reasonable attorneys' and paralegals' fees, time charges and expenses of attorneys and paralegals of the party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. . The Borrower shall reimburse the Administrative Agent for any costs, internal charges reasonable costs and actual documented (reasonable evidence shall be provided for any expense over $500) 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 not be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the amendment, modification, and enforcement of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal external 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 not 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their 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 reasonable expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement. Defense of any such indemnified party shall be provided by counsel selected by Borrower, subject to the reasonable approval of the indemnified party, promptly after notice to Borrower of the indemnified claims.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any costs, internal charges costs 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 preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents. 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 (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)Documents. The Borrower acknowledges that from time to time the 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 internal use by the Agent from information furnished to it by or on behalf of the Borrower, after the Agent has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 (includingincluding reasonable attorneys' fees, without limitation, all reasonable fees for consultants time charges and fees and reasonable expenses for of attorneys for the Administrative AgentAgent and Arranger, which attorneys may or may not be employees of the Administrative AgentAgent 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 investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet) review, amendment, modification, administration and enforcement collection of the Loan Documents. The Borrower also agrees 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' fees, without limitation, all fees time charges and reasonable expenses for of attorneys for the Administrative Agent Agents, the Arranger and the Lenders, which attorneys 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 Documents. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Administrative AgentAgents, the Arranger, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative AgentAgents, the Arranger, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of is due to the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.. -----------

Expenses; Indemnification. The Borrower (a) Grantor shall pay or reimburse Trustee and Beneficiary for all reasonable expenses incurred by Beneficiary or Trustee before and after the Administrative Agent for date of this Deed of Trust with respect to any costsand all transactions contemplated by this Deed of Trust including without limitation, internal charges and outthe preparation of any document reasonably required hereunder or any amendment, modification, restatement or supplement to this Deed of Trust, the delivery of any consent, non-of-pocket disturbance agreement or similar document in connection with this Deed of Trust or the enforcement of any of Beneficiary’s or Trustee’s rights. Such expenses (includingshall include, without limitation, all reasonable fees for consultants title and conveyancing charges, recording and filing fees and reasonable expenses taxes, mortgage taxes, intangible personal property taxes, escrow fees, revenue and tax stamp expenses, insurance premiums (including title insurance premiums), title search and title rundown charges, brokerage commissions, finders’ fees, placement fees, court costs, surveyors’, photographers’, appraisers’, architects’, engineers’, consulting professional’s, accountants’ and attorneys’ fees and disbursements. Grantor acknowledges that from time to time Grantor may receive statements for attorneys for the Administrative Agentsuch expenses, which attorneys may including without limitation attorneys’ fees and disbursements. Grantor shall pay such statements promptly upon receipt. (b) If (i) any sale (or any prerequisite to a sale), action or proceeding shall be employees commenced by Beneficiary or Trustee (including but not limited to any sale of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the amendmentTrust Property, modification, and enforcement of the Loan Documents. 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 action to foreclose this Deed of Trust or to collect the Noteholder Secured Obligations), or any action or proceeding is commenced to which Beneficiary or Trustee is made a party, or in connection with which it becomes necessary to defend or uphold the collection and enforcement rights granted by this Deed of the Loan Documents Trust (including, without limitation, any workoutproceeding or other action relating to the bankruptcy, insolvency or reorganization of any Guarantor). The Borrower further agrees , or in which Beneficiary or Trustee is served with any legal process, discovery notice or subpoena and (ii) in each of the foregoing instances such action or proceeding in any manner relates to indemnify or arises out of this Deed of Trust or Beneficiary’s lending to Grantor or any of the Administrative Agenttransactions contemplated by this Deed of Trust, each Lender then Grantor will promptly reimburse or pay to Beneficiary and their AffiliatesTrustee all of the reasonable expenses which have been or may be incurred by Beneficiary and Trustee, respectively, with respect to the foregoing (including reasonable counsel fees and disbursements), together with interest thereon at the rate then payable on the Notes, and any such sum and the interest thereon shall be included in the Noteholder Secured Obligations and have the full benefit of this Deed of Trust, prior to any right, or title to, interest in or claim upon the Trust Property attaching or accruing to this Deed of Trust, and shall be deemed to be secured by this Deed of Trust. In any action or proceeding to sell the Trust Property, to foreclose this Deed of Trust, or to recover or collect the Noteholder Secured Obligations, the provisions of law respecting the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant. (c) Grantor shall indemnify and hold harmless each of Beneficiary and Trustee and each of their directors respective affiliates, and officers the respective directors, officers, agents and employees of each of Beneficiary and Trustee and each of their respective affiliates from and against all losses, claims, damages, penalties, judgments, losses and liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, or any Lender is a party theretoexpenses) which any of them may pay or incur arising out of or relating based upon any matter related to this AgreementDeed of Trust, the other Loan Documents, the Projects, the transactions contemplated hereby Trust Property or the direct occupancy, ownership, maintenance or indirect application or proposed application management of the proceeds Trust Property by Grantor, including, without limitation, any claims based on the alleged acts or omissions of any Loan hereunder employee or agent of Grantor, other than any such claims, damages, losses and liabilities arising from the acts of the Administrative Agent or any Lender entering into this Agreementgross negligence, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking or bad faith thereof. This indemnification therefor, shall be in addition to any other liability which Grantor may otherwise have to Beneficiary or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this AgreementTrustee.

Expenses; Indemnification. (i) The Borrower shall reimburse the ------------------------- Administrative Agent and the Arranger for any costs, internal charges and out- of-pocket expenses (including reasonable attorneys' fees, time charges and expenses of attorneys for the Administrative Agent and Arranger, which attorneys may or may not be employees of the Administrative 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 investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet) review, amendment, modification, administration and collection of the Loan Documents. The Borrower also agrees to reimburse the Agents, the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (includingincluding reasonable attorneys' fees, without limitation, all reasonable fees for consultants time charges and fees and reasonable expenses for of attorneys for the Administrative AgentAgents, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the amendment, modification, and enforcement of the Loan Documents. 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 Arranger and the Lenders, which attorneys 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 Documents. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Administrative AgentAgents, the Arranger, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative AgentAgents, the Arranger, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Syndicated Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of is due to the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the ----------- termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent for any costs, internal charges Company agrees to pay on demand all costs 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 amendmentsyndication, preparation, execution, delivery, administration, modification, and enforcement amendment of this Credit Agreement, the Loan other Credit Documents. The Borrower also agrees to reimburse the Administrative Agent , and the Lenders for any reasonable costsother documents to be delivered hereunder, internal charges and out-of-pocket expenses (including, without limitation, all the reasonable fees and reasonable expenses of counsel for attorneys for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Company agrees to pay on demand all costs and expenses of the Administrative Agent and the Lenders, which attorneys if any (including, without limitation, reasonable attorneys' fees and expenses and the allocated cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Credit Documents and the other documents to be delivered thereunder. The Company agrees to permit the Administrative Agent to perform inventory and accounts receivable field audits at the Company's expense; provided that unless a Default shall then be in existence the Company's obligation to reimburse the Administrative Agent for such field audits shall be limited to one such field audit each fiscal year. (b) Whether or not the transactions contemplated hereby are consummated, the Company agrees to indemnify, save and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may be employees assert against any Credit Party, any Affiliate of any Credit Party or any of their respective officers or directors; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation or removal of the Administrative Agent or the Lendersreplacement of any Lender) paid be asserted or incurred by the Administrative Agent or imposed against any Lender in connection with the collection and enforcement of the Loan Documents (includingIndemnitee, without limitation, any workout). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreementto, the other Loan Credit Documents, any predecessor Credit Documents, the ProjectsCommitments, the transactions use or contemplated hereby or the direct or indirect application or proposed application use of the proceeds of any Loan hereunder Extension of Credit, or the acts relationship of any Credit Party, the Administrative Agent and the Lenders under this Credit Agreement or any Lender entering into this Agreementother Credit Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, establishing demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including reasonable fees and costs of counsel) that any Indemnitee suffers or incurs as a result of the facility in favor assertion of Borrower evidenced herebyany foregoing claim, possessing information regarding Borrower pursuant heretodemand, action, cause of action or proceeding, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that (i) arise out of the bad faith, no Indemnitee shall be entitled to indemnification for any claim caused by its own gross negligence or willful misconduct of the party seeking indemnification therefor, or for any loss asserted against it by another Indemnitee; (ii) arise from the indemnitee’s violation Company shall have the right to defend the Indemnitee against the Indemnified Liabilities with counsel of its own internal policies choice reasonably satisfactory to the Indemnitee so long as the Company notifies the Indemnitee in writing within fifteen days after the Indemnitee has given notice of the Indemnified Liability and the Company conducts the defense of the Indemnified Liability actively and diligently; (iii) the Indemnitee shall not consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Liability without the prior written consent of the Company (which consent shall not be unreasonably withheld). So long as the Company is conducting the defense of the Indemnified Liability in accordance with the conditions set forth in the previous sentence, (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnified Liability and (ii) the Company will not consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Liability unless written agreement is obtained releasing the Indemnitee from a violation all liability thereunder. (c) Without prejudice to the survival of lawsany other agreement of the Company hereunder, rules, or regulations applicable to their operations. The the agreements and obligations of the Borrower under Company contained in this Section 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreementthe Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent 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 preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents. 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 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)Documents. The Borrower acknowledges that from time to time 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 internal use by Agent from information furnished to it by or on behalf of the Borrower, after Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower hereby further agrees to indemnify the Administrative AgentAgent and each Lender, each Lender its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower shall agrees to reimburse each of the Administrative Agent Facility Agents and the Syndication Agents, on demand for any all costs, internal expenses, and charges and out-of-pocket expenses (including, without limitation, all reasonable fees and charges of external legal counsel for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative either Syndication Agent) paid or incurred by the Administrative Agent such Facility Agents and Syndication Agents, in connection with the amendment, modification, and enforcement preparation of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, Bid Agent and each of the Lenders Banks on demand for any reasonable all costs, internal expenses, and charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses charges of external legal counsel for attorneys for Administrative Agent, Bid Agent and each Bank) incurred by Administrative Agent, Bid Agent or any Bank in connection with compliance with any of the Loan Documents, or enforcement of this Agreement, the Notes, the Letters of Credit, or any other Loan Document. In addition to the foregoing, Borrower agrees to reimburse Administrative Agent and the Lenders, which attorneys may be employees Bid Agent on demand for all fees and charges of the external legal counsel for Administrative Agent or Bid Agent, as the Lenders) paid or case may be, incurred by the Administrative Agent or any Lender in connection with the collection and enforcement administration of the Loan Documents this Agreement (including, without limitation, the preparation of any workoutamendments hereto or to the other Loan Documents or any consents furnished hereunder or under the other Loan Documents, but excluding any costs incurred in connection with any participation or assignment by a Bank). The Borrower further agrees to and hereby does indemnify the Administrative Agent, each Lender Bank Party and their Affiliatesrespective directors, officers, employees and agents from, and their directors hold each of them harmless against, any and officers against all losses, liabilities, claims, damagesdamages or expenses incurred by any of them 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 this Agreement or any of the Loan Documents or to any actual or proposed use by Borrower of the proceeds of the Loans or use of the Letters of Credit or to any violation or alleged violation of any Environmental Law by Borrower or any Subsidiary, penalties, judgments, liabilities and expenses (including, without limitation, all the reasonable fees and reasonable disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses for attorneys incurred by reason of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification thereforPerson to be indemnified or its directors, officers, employees or (ii) arise from agents). Borrower, each of the indemnitee’s violation Banks and Administrative Agent agree that the cost of its own internal policies or from a violation each wire transfer to be made by each such Person pursuant to the terms of laws, rules, or regulations applicable to their operationsthis Agreement will be borne by the Person making such transfer. The obligations of the Borrower under this Section shall survive the repayment of the Loans, the reimbursement of all Letters of Credit, and payment of all amounts due under or in connection with any of the Loan Documents and the termination of this Agreementthe Commitments.

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) actually paid or incurred by the Administrative Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Credit Documents. 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) actually paid or incurred by the Administrative Agent Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents Credit Documents. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger and each Lender Lender, its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Credit Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and the Arranger 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 Arranger, which attorneys may be employees of the Administrative AgentAgent or the Arranger) paid or incurred by the Administrative Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and enforcement modification or syndication of the Loan DocumentsDocuments and the monitoring of the Collateral. Without limiting the foregoing, the Borrower agrees to pay all of the Agent's costs, fees and expenses (including, without limitation, travel expenses and the cost of any allocated fees of internal auditors) incurred in connection with such inspections and audits of the Collateral. 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)Documents. The Borrower further agrees to indemnify the Administrative Agent, the Arranger and each Lender Lender, its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts use or intended use of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor Facility Letter of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan DocumentsCredit, except to the extent that any of the foregoing (i) they arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.7(a) shall survive the termination of this Agreement. (b) The Borrower shall indemnify, pay and hold the Agent and each Lender harmless from and against any and all losses, costs (including, without limitation, court costs and attorneys' fees), liabilities, injuries, expenses, claims and damages whatsoever incurred or suffered by or asserted against the Agent or such Lender by reason of any violation of any applicable Environmental Law for which the Borrower or any of its Subsidiaries is liable or which is related to any real estate owned, leased or operated by the Borrower or any of its Subsidiaries, or by reason of the imposition of any governmental lien for the recovery of environmental cleanup or response costs expended by reason of any such violation, or by reason of any breach of any representation, warranty or affirmative or negative covenant of this Agreement, including, without limitation, by reason of any matter disclosed in Schedule 5.21 hereto; provided, however, that, to the extent that the Borrower or any of its Subsidiaries is strictly liable under any such statute, order or regulation, the Borrower's obligation to the Agent and each Lender under this indemnity shall likewise be without regard to fault on the part of the Borrower or any of its Subsidiaries with respect to the violation of law which results in liability to the Agent or any Lender. The provisions of and undertakings and indemnification set out in this Section 9.7(b) shall survive the termination of this Agreement and the payment and satisfaction of the Obligations and shall continue to be the liability, obligation and indemnification of the Borrower, binding upon the Borrower.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent and the Arranger for any all reasonable costs, internal charges and out-of-pocket expenses (including, without limitationsubject to any limit on fees which is separately agreed to, all 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 preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the Arranger and the Lenders for any all 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 Lendersany Lender) 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)Documents. The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Documentation Agent for any costs, internal charges and reasonable 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 Documentation Agent, which attorneys may be employees of the Administrative Documentation Agent) paid or incurred by the Administrative Documentation Agent in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Documentation Agent and the Lenders for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including, without limitation, all including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent, the Documentation Agent and the Lenders, which attorneys may be employees of the Administrative Agent, the Documentation Agent or the Lenders) paid or incurred by the Administrative Agent, the Documentation Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout)Documents. The Borrower further agrees to indemnify the Administrative Agent, the Documentation Agent and each Lender Lender, its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. The (i) Subject to the limitations set forth in that certain fee letter agreement dated February 10, 2004 among the Borrower and Wachovia Bank, National Association, 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 reasonable fees for consultants and including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative AgentAgents, which attorneys may be employees of the Administrative AgentAgents) paid or incurred by the Administrative Agent Agents or the Arrangers in connection with the amendmentpreparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment (proposed or actual), modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agents, 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 Agents, the Arrangers and the Lenders, which attorneys may be employees of the Administrative Agent Agents, the Arrangers, the LC Issuer or the Lenders) paid or incurred by the Administrative Agent Agents, the Arrangers, the LC Issuer or any Lender in connection with the collection under and enforcement of the Loan Documents (includingDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, any workout)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges 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 Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower hereby further agrees to indemnify the Administrative AgentAgents, the Arrangers, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative AgentAgents, the Arrangers, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.6 may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the indemnitees or any of them.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent within thirty (30) days of demand for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitationand, all with respect to attorneys’ fees, limited to (a) reasonable attorneys’ fees for consultants and fees and reasonable expenses for attorneys of a single outside counsel for the Administrative Agent, which attorneys may be employees Agent for such fees incurred on or prior to the Closing Date and (b) reasonable attorneys’ fees of a single outside counsel for the Administrative AgentAgent in each relevant jurisdiction for such fees incurred after the Closing Date) paid or incurred by the Administrative Agent in connection with the amendmentpreparation, modificationnegotiation, documentation, execution, delivery, modification or waiver (in either case proposed by the Borrower or actual) or administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent within thirty (30) days of demand for any reasonable out-of-pocket expenses and enforcement fees of other non-legal advisors and professionals engaged by the Administrative Agent incurred during the continuance of a Default in connection with the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders within thirty (30) days of demand for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for of outside 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 during the continuance of a Default. (including, without limitation, any workout). ii) The Borrower hereby further agrees to (A) indemnify the Administrative Agent, the Arranger, each Lender and Lender, their respective Affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, judgments and liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby (including the Acquisition) or the direct or indirect actual application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of they are determined to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification thereforand (B) reimburse any party seeking indemnification under the preceding clause (A) for all reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Lender or any Affiliate is a party thereto (iibut without duplication of amounts payable pursuant to Article III) arise from incurred in connection with any losses, claims, damages, penalties, judgments and liabilities that are subject to indemnification under the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationspreceding clause (A)). The obligations of the Borrower under this Section 9.5 shall survive the termination of this Agreement. The Borrower shall not be obligated to make any payment under this Section 9.5(ii) which is duplicative of a payment made under Section 9.5(i). Moreover, to the extent that the Borrower’s reimbursement obligation with respect to a matter specified in Section 9.5(i) is limited by the terms of such Section, the Borrower shall not be required by this Section 9.5(ii) to make an incremental payment with respect to such same matter.

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, and any additional mortgage tax with respect to the Mortgage payable hereafter as a result of the Administrative Agent’s determination that the then current anticipated liability of Borrower under the Cash Flow Hedge is in excess the amount of such liability estimated on the Agreement Execution Date for purposes of determining the initial amount of mortgage tax to be paid) paid or incurred by the Administrative Agent in connection with the amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their 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 reasonable expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

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 amendment, modification, and enforcement of the Loan Documents. 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 attorneys, engineers, appraisers and the Lenders, which attorneys may be employees of the Administrative Agent or the Lendersconsultants) paid or 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 PNC) and (2) costs, expenses and charges incurred by Administrative Agent and Lenders in connection with the administration or syndication of the Loan (other than the fees required by the Fee Letter and the reasonable fees and expenses of Administrative Agent's counsel and of the Construction Consultant). 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 amounts so paid, together with interest thereon at the Prime Based 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, the fees and disbursements of counsel incurred in connection with any workout). The Borrower further agrees 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 indemnify the Administrative AgentMortgage or the ownership, each Lender and their Affiliatescondition, and their directors and officers against all development, construction, sale, rental or financing of the Premises or Improvements or any part thereof (but excluding any such losses, liabilities, claims, damages, penalties, judgments, liabilities and damages or expenses (including, without limitation, all fees and reasonable expenses for attorneys incurred solely by reason of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsbe indemnified). The obligations of the Borrower under this Section and under Sections 3.01, 3.03 and 6.07 shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of this Agreementthe Loan.

Expenses; Indemnification. (a) The Borrower shall reimburse the Co-Administrative Agents (which, for purposes of this Section 9.6, shall also include the Designated Agent in its capacity as such) upon demand for all reasonable out-of-pocket expenses paid or incurred by the Co-Administrative Agents, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP costs and reasonable fees, charges and disbursements of outside counsel to the Co-Administrative Agents 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 Co-Administrative Agents), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Co-Administrative Agents, the LC Issuers 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 Co-Administrative AgentAgents, which attorneys may be employees the LC Issuers 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 Co-Administrative Agent in connection with the amendmentAgents, modification, and enforcement of the Loan Documents. 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 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)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Designated 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 internal use by Designated Agent from information furnished to it by or on behalf of the Borrower, after Designated Agent has exercised its rights of inspection pursuant to this Agreement. 4887-5363-3879v24887-5363-3879v.5 (b) The Borrower hereby further agrees to indemnify and hold harmless the Co-Administrative AgentAgents, the Arrangers, each Lender and LC Issuer, each Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees reasonable attorneys’ fees, charges and reasonable expenses for attorneys of the indemnified partiesdisbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor therefor) whether or not the Co-Administrative AgentAgents, the Arrangers, any LC Issuer, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, 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, any environmental liability related in any way to the Borrower or any of its Subsidiaries, or 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 of its Subsidiaries, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 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 preparation, negotiation, execution, delivery, review, amendment, modification, and enforcement administration of the Loan Documents; provided that the provisions of Section 12.2.1 and 12. 3.1 shall govern with respect to payment of the fees and -------------- ------ expenses associated with the sale of participating interests in, and assignments of, the Loans. 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 reasonable 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). The Borrower further agrees to indemnify the Administrative AgentAgent and each Lender, each Lender its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the ProjectsProperties, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except that the foregoing indemnity shall not apply to a Lender to the extent that any losses, claims, damages, penalties, judgments, liabilities and expenses are the result of the foregoing (i) arise out of the bad faith, such Lender's gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsmisconduct. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent within thirty (30) days of demand for any costs, internal charges and reasonable out-of-pocket expenses (including, without limitationand, all with respect to attorneys’ fees, limited to (a) reasonable attorneys’ fees for consultants and fees and reasonable expenses for attorneys of a single outside counsel for the Administrative Agent, which attorneys may be employees Agent for such fees incurred on or prior to the Closing Date and (b) reasonable attorneys’ fees of a single outside counsel for the Administrative AgentAgent in each relevant jurisdiction for such fees incurred after the Closing Date) paid or incurred by the Administrative Agent in connection with the amendmentpreparation, modificationnegotiation, documentation, execution, delivery, modification or waiver (in either case proposed by the Borrower or actual) or administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent within thirty (30) days of demand for any reasonable out-of-pocket expenses and enforcement fees of other non-legal advisors and professionals engaged by the Administrative Agent incurred during the continuance of a Default in connection with the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders within thirty (30) days of demand for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including reasonable attorneys’ fees and reasonable expenses for of outside 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 during the continuance of a Default. (including, without limitation, any workout). ii) The Borrower hereby further agrees to (A) indemnify the Administrative Agent, the Arranger, each Lender and Lender, their respective Affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, judgments and liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect actual application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of they are determined to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification thereforand (B) reimburse any party seeking indemnification under the preceding clause (A) for all reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Lender or any Affiliate is a party thereto (iibut without duplication of amounts payable pursuant to Article III) arise from incurred in connection with any losses, claims, damages, penalties, judgments and liabilities that are subject to indemnification under the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationspreceding clause (A)). The obligations of the Borrower under this Section 9.5 shall survive the termination of this Agreement. The Borrower shall not be obligated to make any payment under this Section 9.5(ii) which is duplicative of a payment made under Section 9.5(i). Moreover, to the extent that the Borrower’s reimbursement obligation with respect to a matter specified in Section 9.5(i) is limited by the terms of such Section, the Borrower shall not be required by this Section 9.5(ii) to make an incremental payment with respect to such same matter.

Expenses; Indemnification. The Borrower shall reimburse each Agent and the Administrative Agent Joint Book Runners 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 Agentsuch Agent or Joint Book Runner, which attorneys may be employees of the Administrative such Agent) paid or incurred by the Administrative such Agent in connection with the syndication or the commitments and the preparation, negotiation, execution, delivery, review, amendment, modification, modification and enforcement administration of the Loan Documents, except as otherwise agreed in writing from time to time; provided, however, that for the period up to and including the Closing Date, with respect to matters of U.S. law, the aforementioned reasonable fees and time charges of attorneys shall be limited to those incurred by Sidley Aus▇▇▇ ▇▇▇▇▇ & Woo▇. The ▇he Borrower also agrees to reimburse the Administrative Agent Agents and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all including fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agents and the Lenders, which attorneys may be employees of the Administrative Agent Agents or the Lenders) paid or incurred by the Administrative any Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout)subject to the limitations set forth below. The Borrower further agrees to indemnify the Administrative Agenteach Joint Book Runner, each Lender Agent and their AffiliatesLender, and their directors respective directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, any Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder subject to the limitations set forth below, provided that the Borrower 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 acts of the Administrative extent) provided in Section 3.6 and Section 9.3 hereof. The Borrower shall have no obligation to indemnify any Joint Book Runner, Agent or any Lender entering into this Agreement(or their respective directors, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except officers and employees) to the extent that any losses, claims, damages, penalties, judgments, liabilities and expenses are determined by a court of competent jurisdiction in a final, non-appealable order to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of, or violation of applicable laws or any of the party seeking indemnification thereforLoan Documents by, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationssuch Person. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges costs 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 amendment, modification, and enforcement syndication groups of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders 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 reasonable costsamendment, internal charges and out-of-pocket expenses (includingconsent or waiver relating thereto or hereto, without limitationwill be for the account of the Borrower, all fees and including reasonable expenses of and fees for attorneys for the Administrative Agent and the LendersBanc One Capital Markets, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred 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 any Lender in connection with the collection and Lenders under, or enforcement of this Agreement and the other Loan Documents (and the other documents delivered hereunder and thereunder, including, without limitation, costs and expenses sustained by each Lender as a result of any workoutfailure by the Borrower to perform or observe its obligations contained in any of the Loan Documents, provided that the Borrower shall only be liable hereunder for the counsel fees and expenses in this regard of legal counsel selected by the Agents (and limited to one law firm in the United States, one law firm in Canada, and one or more correspondent law firms (including local and regulatory counsel) as deemed appropriate by such United States law firm; unless in the reasonable opinion of the Majority Lenders, a conflict of interest exists between one or more of the Agents and the Lenders and the other 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 of their officers, directors, employees and their Affiliatesagents (collectively the "Indemnitees" and individually an "Indemnitee") free and harmless from and against any and all actions, and their directors 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 reasonable expenses for attorneys of disbursements (collectively the indemnified parties, all expenses of litigation "Indemnified Liabilities") incurred by the Indemnitees or preparation therefor 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 this Agreementany transaction financed or to be financed in whole or in part directly or indirectly with proceeds from the Advances or Loans, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct execution, delivery, performance or indirect application enforcement of this Agreement or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that Document by any of the foregoing (i) 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 bad faith, any Indemnitee's gross negligence or willful misconduct and; provided that the Borrower shall not be liable for any such obligations arising out of any claim made by an Agent, the Arranger, or a Lender against another Agent, the Arranger, or other Lender. If and to the extent the foregoing undertaking may be unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations Indemnified liabilities which is permissible under applicable to their operationslaw. The obligations of the Borrower under this Section 9.7 shall survive payment of the termination of this AgreementNotes.

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 preparation, filing, recordation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and enforcement administration of the Loan Documents. 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 the 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 consultant costs and expenses (including, without limitation, the reasonable costs and expenses of any management consultant retained to represent the Lenders), and (c) reasonable costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges 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 Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement (ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers, employees, agents, advisors, attorneys and officers representatives against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Lender or any Lender affiliate is a party theretothereto and whether or not any investigation, litigation or other proceeding is brought by a Credit Party, any of its directors, securityholders, creditors or any other Person) which any of them may pay or incur arising out of or relating to this Agreement, including, without limitation, the purchase, acceptance, rejection, delivery, lease, possession, use, operation, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by Agent, the Lenders or any Credit Party, and any claim for patent, trademark or copyright infringement), the other Loan Documents, the Projects, the transactions financing contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that direct damages (as opposed to special), indirect, consequential or punitive damages (including, without limitation, any loss of the foregoing (iproducts, business or anticipated savings) arise out are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors respective directors, officers, employees and officers agents against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of 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. The (a) Borrower shall reimburse the Administrative Agent Lender 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 AgentLender, which attorneys may be employees of the Administrative AgentLender) paid or incurred by the Administrative Agent Lender in connection with the preparation, negotiation, execution, delivery, distribution (including, without limitation, via the internet), review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders Lender, 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 LendersLender, which attorneys may be employees of the Administrative Agent or the LendersLender) paid or incurred by the Administrative Agent or any Lender Lender, in connection with the collection and enforcement of the Loan Documents Documents. Expenses being reimbursed by Borrower 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 Deed of Trust, 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)rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the following sentence. (b) In addition, Borrower shall pay all taxes and assessments and all expenses, charges, costs and fees provided for in this Agreement or relating to the Loan, including any fees incurred for recording or filing any of the Loan Documents, title insurance premiums and charges, tax service contract fees, fees of any consultants, documentation and processing fees, printing, photostating and duplicating expenses, air freight charges, escrow fees, costs of surveys, premiums of hazard insurance policies and surety bonds, fees for any Appraisal, updated Appraisal and appraisal review, fees for market or feasibility studies required pursuant to the Loan Documents and costs, fees and expenses incurred in collecting the Obligations, realizing upon the Borrowing Base Collateral and operating and selling any of the REO Collateral after title thereto has been taken by Lender, or by an entity controlled or owned by Lender. Borrower and Lender hereby authorize Lender to make disbursement of Loan Proceeds to pay all such expenses, charges, costs and fees notwithstanding that Borrower may not have requested a disbursement of such amount. The Lender may make such disbursements notwithstanding the fact that the Loan is not “in balance” or that an Unmatured Event of Default or Event of Default exists. The authorization hereby granted shall be irrevocable, and no further direction or authorization from Borrower shall be necessary for Lender to make such disbursements. However, the provision of this Section shall not prevent Borrower from paying such expenses, charges, costs and fees from its own funds. All such expenses, charges, costs and fees shall be Borrower’s obligation regardless of whether or not Borrower has requested and met the conditions for funding all or any portion of the Loan. The obligations on the part of Borrower under this Section shall survive the payment of the Obligations and the termination of this Agreement. (c) Borrower hereby further agrees to indemnify the Administrative AgentLender, each Lender and their its respective Affiliates, and their directors its directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, Lender or any Lender Affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification thereforindemnification. (d) Without in any way limiting the foregoing, to the fullest extent permitted by law, Borrower agrees to protect, indemnify, defend and save harmless Lender, and its directors, officers, employees, successors and assigns for, from and against any and all liability, expense or damage of any kind or nature, and for, from and against any suits, claims or demands, including legal fees and expenses on account of or arising out of: (i) this Agreement or the Loan Documents or otherwise in connection herewith or in connection with the REO Collateral, any Collateral or any Obligation, including any suit, claim or demand arising out of the removal of, or failure to remove, any and all nuclear, toxic, radioactive or other hazardous waste from any of the REO Collateral; (ii) arise any applicable CC&Rs, including any suit, claim or demand that Borrower or any other person has violated or failed to comply with any such CC&Rs; (iii) any applicable approvals by any Governmental Authority, including any suit, claim or demand that seeks to challenge any approval (including zoning approvals) issued or granted by any such Governmental Authority with respect to any of the REO Collateral; and (iv) any matter arising from or related to the indemniteerenovation of the REO Collateral, any general contractor, any construction contractor, any subcontractor or any other person providing labor, services or materials with respect to the REO Collateral, including any suit, claim or demand that Lender is obligated to make any disbursements to or for the benefit of any such Person. Upon receiving knowledge of any suit, claim or demand asserted by a third party that Lender believes is covered by this indemnity, Lender shall give Borrower notice of the matter and an opportunity to defend it, at Borrower’s violation of its own internal policies or from a violation of lawssole cost and expense, rules, or regulations applicable with legal counsel satisfactory to their operationsLender. The Lender may also require Borrower to so defend the matter. The obligations of the Borrower under this Section 10.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The (a) 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 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 preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents. 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 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 (includingDocuments. Expenses being reimbursed by Borrower under this Section include, without limitation, any workout)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time LaSalle 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 Borrower's assets for internal use by LaSalle from information furnished to it by or on behalf of Borrower, after LaSalle has exercised its rights of inspection pursuant to this Agreement. (b) Borrower hereby further agrees to indemnify the Administrative Agent, Agent and each Lender and their Affiliatesthe directors, officers and their directors and officers employees of each against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projectsany merger of Holdings with Borrower, the transactions contemplated hereby hereby, the other Closing Transactions or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) that they arise solely from any dispute of or any litigation or other proceeding instituted by any Lender against the indemnitee’s violation of Agent (if the Agent was determined to have breached its own internal policies obligations to such Lender hereunder) or from a violation of laws(for Persons other than the Agent and its directors, rules, or regulations applicable to their operationsofficers and employees) any other Lender. The obligations of the Borrower under this Section SECTION 9.6 shall survive the termination of this Agreement.

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 Agentattorneys’ fees) paid or incurred by the Administrative Agent and the Fronting Agent in connection with the preparation, negotiation review, execution, delivery, amendment, modification, modification and enforcement administration of the Loan Documents. 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 Lendersany 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)Documents. The Borrower Whirlpool further agrees to indemnify the Administrative Agent, the Fronting Agent, the Issuing Lender and each Lender and each of their Affiliatesrespective directors, officers, affiliates, agents and their directors and officers employees (each an “Indemnified Person”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Fronting Agent, the 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts Letter of the Administrative Agent Credit hereunder; provided, however, that Whirlpool shall not be liable to any Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, expense resulting from such Indemnified Person’s gross negligence or willful misconduct misconduct. Notwithstanding anything in this Credit Agreement to the contrary, Whirlpool shall indemnify the Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or arising out of the party seeking indemnification therefor, making Advances or (ii) arise from the indemnitee’s violation issuing Letters of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsCredit in Agreed Currencies other than Dollars. The obligations of the Borrower Whirlpool under this Section 10.06 shall survive the termination of this Credit Agreement.

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 Agentattorneys' fees) paid or incurred by the Administrative Agent and the Fronting Agent in connection with the preparation, negotiation review, execution, delivery, amendment, modification, modification and enforcement administration of the Loan Documents. 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 Lendersany 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)Documents. The Borrower Whirlpool further agrees to indemnify the Administrative Agent, the Fronting Agent, the Issuing Lender and each Lender and each of their Affiliatesrespective directors, officers, affiliates, agents and their directors and officers employees (each an "Indemnified Person") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Fronting Agent, the 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts Letter of the Administrative Agent Credit hereunder; provided, however, that Whirlpool shall not be liable to any Indemnified Person for any such loss, claim, damage, penalty, judgment, liability or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, expense resulting from such Indemnified Person's gross negligence or willful misconduct misconduct. Notwithstanding anything in this Credit Agreement to the contrary, Whirlpool shall indemnify the Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or arising out of the party seeking indemnification therefor, making Advances or (ii) arise from the indemnitee’s violation issuing Letters of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsCredit in Agreed Currencies other than Dollars. The obligations of the Borrower Whirlpool under this Section 10.06 shall survive the termination of this Credit 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. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor 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 this (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the credit facility in favor of Borrower, (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 or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefortherefor 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 (ii) arise from 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 indemniteeactual 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 violation interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of its own internal policies all offsets, counterclaims or from a violation defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of lawssuch documents, rulesand 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 regulations applicable to their operationsdefense 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 the Agreement.

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger 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 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 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 enforcement administration of the Loan Documents. 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 (expenses, including, without limitation, all fees filing and 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 Agent, the Arranger and the Lenders, which attorneys may be employees of the Administrative Agent 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. Expenses being reimbursed by the Borrower under this Section include, without limitation, any workout)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time 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. (ii) The Borrower hereby further agrees to indemnify and hold harmless the Administrative Agent, the Arranger, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor (including reasonable fees, charges and disbursements of outside counsel) whether or not the Administrative Agent, the Arranger, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification thereforindemnification, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of lawsincluding, ruleswithout limitation, or regulations applicable to their operationsreasonable attorneys’ fees and settlement costs. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 AgentAgents) paid or incurred by the Administrative Agent Agents or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and enforcement administration of the Loan Documents. 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 LendersAcceptance 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, (i) the cost and expense of obtaining appraisals of receivables and inventory, provided that, if no Default is in existence or the daily average Unused Availability for any workoutcompleted 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 appraisal shall be limited to one such appraisal in any Fiscal Year, (ii) costs and expenses (including reasonable attorney fees and expenses of the Agents) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby, (iii) reasonable costs and expenses of lien and title searches, title insurance, and 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 Collateral Agent created under the Loan Documents (including costs and expenses paid or incurred by the Agents in connection with the consummation of this Agreement). The Borrower further agrees , (v) sums paid or incurred by the Agents to indemnify pay any amount or take any action required of any Obligated Party under the 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 Obligated Parties’ operations by the Administrative Agent, 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 Lender 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 other time up to one time during any calendar year, and (vii) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining deposit accounts and lockboxes required under the Loan Documents, and costs and expenses of preserving and protecting the Facility Collateral. (b) The Borrowers hereby further agree to indemnify the Agents, the Arranger, the LC Issuer, the Acceptance Lender, each Lender, their respective Affiliates, and each of their directors directors, officers, agents, and officers employees against all losses, claims, damages, penalties, judgments, liabilities liabilities, and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative AgentAgents, the Arranger, the LC Issuer, the Acceptance Lender, any Lender or any Lender Affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower Borrowers under this Section 9.6 shall survive the termination of 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 preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and enforcement administration of the Loan Documents. 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 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. (including, without limitation, any workout). ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, the LC Issuer and each Lender and their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, the LC Issuer or any Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse Borrowers agree to pay to each Agent, for its benefit, on demand, all reasonable costs and expenses that such Agent pays or incurs in connection with the Administrative Agent negotiation, preparation, syndication, consummation, administration (including reasonable costs of travel, lodging, and meals incurred in connection with administration of this Agreement), enforcement, and termination of this Agreement or any of the other Credit Documents, including: (i) all reasonable fees, expenses, and disbursements of any law firm, counsel, or other professional advisors engaged by such Agent; (ii) reasonable costs and expenses (including all fees, expenses, and disbursements of any law firm or counsel engaged by such Agent) in connection with administration of this Agreement and for any costsamendment, internal supplement, waiver, consent, or subsequent closing in connection with the Credit Documents and the transactions contemplated thereby; (iii) reasonable costs and expenses of lien and title searches, title insurance, and environmental audits; (iv) taxes, fees, and other charges for recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Liens granted to the Collateral Agent in the Credit Documents (including reasonable costs and expenses paid or incurred by the Collateral Agent in connection with the consummation of this Agreement); (v) sums paid or incurred to pay any amount or take any action required of any Credit Party under the Credit Documents that such Credit Party fails to pay or take; (vi) costs of inspections and verifications of the Collateral, including travel, lodging, and meals for field examinations and inspections of the Collateral and the Credit Parties' operations by the Collateral Agent, plus the Collateral Agent's then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $850 per day (or portion thereof) for each Person retained or employed by the Collateral Agent with respect to each field examination or audit); (vii) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining payment accounts and lockboxes, and costs and expenses of preserving and protecting the Collateral; (viii) reasonable out-of-pocket costs and 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 Term Agent under Section 7.18, and (ix) costs incurred by the Collateral Agent in connection with obtaining appraisals of the amendmentBorrowers' inventory and Installment Contracts to determine the Net Orderly Liquidation Value and Appraisal Value thereof up to one time in each Fiscal Quarter of ▇▇▇▇▇▇▇▇'▇. In addition, modificationupon demand, the Borrowers agree to pay to each Agent and each Lender (as applicable) all costs and expenses incurred by such Agent or such Lender (including all reasonable fees, expenses, and enforcement disbursements of the Loan Documents. The Borrower also agrees to reimburse the Administrative any law firm or other counsel engaged by any Agent and all reasonable fees, expenses, and disbursements incurred by the Lenders (as a group) 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 one law firm retained by the Lenders), which attorneys may be employees of the Administrative Agent or the Lenders) in each case, paid or incurred by to obtain payment of the Administrative Total Obligations, enforce the Liens granted to the Collateral Agent in any Credit Document, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Credit Documents, or to defend any claims made or threatened against any Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or (including preparations for and consultations concerning any such matters). Additionally, the direct or indirect application or proposed application Borrowers agree to reimburse Bank of America for all costs, fees, and expenses for which any Credit Party is obligated under the Original Credit Agreement, and Bank of America is authorized to charge such amounts to the loan account of the proceeds of Borrowers. The foregoing may not be construed to limit any Loan hereunder or the acts other provisions of the Administrative Agent or any Lender entering into this Agreement, establishing Credit Documents regarding costs and expenses to be paid by the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any Borrowers. All of the foregoing (i) arise out costs and expenses will be charged to the loan account of the bad faithBorrowers as Revolving Loans. (b) EACH CREDIT PARTY AGREES TO DEFEND, gross negligence or willful misconduct of the party seeking indemnification thereforINDEMNIFY, or AND HOLD THE AGENT-RELATED PERSONS, AND EACH LENDER AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS, AND ATTORNEYS-IN-FACT (iiEACH, AN "INDEMNIFIED PERSON") arise from the indemnitee’s violation of its own internal policies or from a violation of lawsHARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, rulesOBLIGATIONS, or regulations applicable to their operationsLOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES, AND DISBURSEMENTS (INCLUDING ATTORNEY FEES AND EXPENSES) OF ANY KIND OR NATURE WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING REPAYMENT OF THE LOANS AND THE TERMINATION, RESIGNATION, OR REPLACEMENT OF ANY AGENT OR REPLACEMENT OF ANY LENDER) BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY SUCH PERSON IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY OTHER AGREEMENT, DOCUMENT, OR INSTRUMENT CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY ACTION TAKEN OR OMITTED BY ANY SUCH PERSON UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING WITH RESPECT TO ANY INVESTIGATION, LITIGATION, OR PROCEEDING (INCLUDING ANY INSOLVENCY PROCEEDING OR APPELLATE PROCEEDING) RELATED TO OR ARISING OUT OF THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR THE LOANS OR THE USE OF THE PROCEEDS THEREOF, WHETHER OR NOT ANY INDEMNIFIED PERSON IS A PARTY THERETO (ALL THE FOREGOING, COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"); PROVIDED THAT THE CREDIT PARTIES SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON. The obligations of the Borrower under this Section shall survive the termination of this AgreementTHE AGREEMENTS IN THIS SECTION 13.5(b) SHALL SURVIVE PAYMENT OF ALL OTHER TOTAL OBLIGATIONS. (c) EACH CREDIT PARTY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE AGENTS AND THE LENDERS FROM ANY LOSS OR LIABILITY DIRECTLY OR INDIRECTLY ARISING OUT OF THE USE, GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE OF A HAZARDOUS SUBSTANCE RELATING TO ANY CREDIT PARTY'S OPERATIONS, BUSINESS, OR PROPERTY. THIS INDEMNITY WILL APPLY WHETHER THE HAZARDOUS SUBSTANCE IS ON, UNDER, OR ABOUT ANY CREDIT PARTY'S PROPERTY OR OPERATIONS OR PROPERTY LEASED TO ANY CREDIT PARTY. THIS INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, REASONABLE ATTORNEY FEES AND EXPENSES. THIS INDEMNITY EXTENDS TO THE AGENTS AND THE LENDERS, THEIR AFFILIATES, SUBSIDIARIES, AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ATTORNEYS, AND ASSIGNS. AS USED IN THIS CLAUSE (c), "HAZARDOUS SUBSTANCES" MEANS ANY SUBSTANCE, MATERIAL, OR WASTE THAT IS OR BECOMES DESIGNATED OR REGULATED AS "TOXIC", "HAZARDOUS", "POLLUTANT", OR "CONTAMINANT" OR A SIMILAR DESIGNATION OR REGULATION UNDER ANY FEDERAL, STATE, OR LOCAL LAW (WHETHER UNDER COMMON LAW, STATUTE, REGULATION, OR OTHERWISE) OR JUDICIAL OR ADMINISTRATIVE INTERPRETATION OF SUCH, INCLUDING PETROLEUM OR NATURAL GAS. THIS INDEMNITY WILL SURVIVE REPAYMENT OF ALL OTHER TOTAL OBLIGATIONS.

Expenses; Indemnification. The Borrower shall reimburse (i) the Administrative Agent for any costs, internal charges and out-of-pocket reasonable and documented outofpocket 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 preparation, review, execution, delivery, amendment, modification, modification and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse 90 91 Documents and (ii) the Administrative Agent Agent, the Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket reasonable and documented outofpocket expenses (including, without limitation, all including attorneys' fees and reasonable expenses for time charges of attorneys for the Administrative Agent Agent, the Issuer and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Issuer or the Lenders) paid or incurred by the Administrative Agent Agent, the Issuer or any Lender in connection with the collection and enforcement of the Loan Documents Documents, any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "workout" or any insolvency or bankruptcy proceedings in respect of the Borrower or any Subsidiary. Expenses being reimbursed by the Borrower 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)rules promulgated to implement such provisions. The Borrower further agrees to indemnify and hold harmless the Administrative Agent, the Issuer, each Lender and their Affiliatesrespective directors, officers and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, Agent or any Lender is a party thereto) arising at any time, and including without limitation due to any actions or omissions before, on or after the Effective Date, which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the ProjectsPeguform Acquisition, the Peguform Acquisition Documents, any other Acquisition, any matters relating to any Environmental Laws with respect to any property of the Borrower or any Guarantor, the transactions contemplated hereby or thereby, or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or Advance hereunder, excluding any such losses, claims, damages, penalties, judgments, liabilities and expenses which result from the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification thereforAdministrative Agent, the Issuer or (ii) arise from the indemnitee’s violation any Lender as finally determined by a court of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationscompetent jurisdiction. The obligations of the Borrower under this Section shall survive the termination of 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 amendment, modification, and enforcement of the Loan Documents. 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 such Arranger) paid or incurred by the 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 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 Documents. (includingii) Subject to paragraph (iii) below, without limitation, any workout). The Borrower the Illinois Utilities and the Borrowers hereby further agrees agree to indemnify the Administrative Agent, each Lender and Arranger, each Issuing Bank, each Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, any Arranger, any Issuing Bank, any Lender or any Lender affiliate is a party thereto, and all attorneys’ and paralegals’ fees, time charges and expenses of attorneys and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they have resulted, as determined in a final non-appealable judgment by a court of competent jurisdiction, from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, indemnification (iii) Each amount payable under paragraph (i) or (ii) arise from of this Section shall be an obligation of, and shall be discharged by (a) to the indemniteeextent arising out of acts, events and circumstances related to a particular Illinois Utility or Borrower, such Illinois Utility or Borrower and (b) otherwise, all the Illinois Utilities and Borrowers, with each of them being severally liable for its Contribution Percentage of such amount. (iv) To the extent that the Illinois Utilities and the Borrowers fail to pay any amount required to be paid by them to the Agent, either Arranger, any Issuing Bank or the Swingline Lender under paragraph (i) or (ii) of this Section, each Lender severally agrees to pay to the Agent, such Arranger, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s violation Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent, such Arranger, such Issuing Bank or the Swingline Lender in its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. capacity as such. (v) The obligations of the Borrower Illinois Utilities and the Borrowers under this Section 9.6 shall survive the termination of this AgreementAgreement and, as to each Borrower, the Maturity Date applicable to such Borrower.

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 amendment, modification, and enforcement of the Loan Documents. 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' Counsel) paid or 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, the fees and disbursements of counsel incurred in connection with any workout). The Borrower further agrees 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 indemnify the Administrative AgentMortgage or the ownership, each Lender and their Affiliatesleasing, and their directors and officers against all condition, development, construction, sale, rental or financing of the Premises or Improvements or any part thereof (but excluding any such losses, liabilities, claims, damages, penalties, judgments, liabilities and damages or expenses (including, without limitation, all fees and reasonable expenses for attorneys incurred solely by reason of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsbe indemnified). 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 this Agreementthe Loan.

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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, each Lender and their Affiliates, and their directors directors, officers, and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent and the Arranger for (a) any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and expenses and time charges of attorneys for the Agent or the Arranger, 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, review, syndication, amendment, modification, and administration of the Loan Documents and (b) after a Default, for the fees of any non-legal advisor or professional engaged in connection with the collection, enforcement or preservation of rights under, or a restructuring of, the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arranger and the Lenders 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 amendment, modification, and enforcement of the Loan Documents. 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 Arranger and the Lenders, which attorneys may be employees of the Administrative Agent or Agent, the Arranger and the Lenders) ), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of or preservation of rights under the Loan Documents (including, without limitation, any workout)Documents. The Borrower further agrees to indemnify the Administrative Agent, the Arranger and each Lender Lender, its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger or any such Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts use or intended use of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor Facility Letter of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, Credit hereunder; except to the extent that any of the foregoing (i) they arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.7 shall survive the payment of the Obligations and the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Administrative Agent and the Arranger upon demand for any costs, internal charges all reasonable and documented 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 or the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP registration expenses and reasonable fees, charges and disbursements of one primary legal counsel for the Administrative Agent and the Arranger, one local counsel in each relevant jurisdiction for the Administrative Agent and the Arranger, and regulatory counsel for the Administrative Agent and the Arranger, in each case, 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, modification and enforcement administration of the Loan Documents. The Borrower Borrowers also agrees agree to reimburse the Administrative Agent Agent, the Arranger and the Lenders for any reasonable costs, internal charges costs and out-of-pocket expenses (expenses, including, without limitation, all fees filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable expenses for attorneys fees, charges and disbursements of one primary legal counsel for the Administrative Agent and the LendersArranger, which attorneys may be employees of one local counsel in each relevant jurisdiction for the Administrative Agent and the Arranger, regulatory counsel for the Administrative Agent and the Arranger, one additional counsel for all Lenders other than the Administrative Agent, and additional counsel in light of actual or potential conflicts of interest or the Lenders) availability of different claims or defenses, in each case, incurred from time to time, 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. Expenses being reimbursed by the Borrowers under this Section include, without limitation, any workout)the cost and expense incurred in connection with the Reports described in the following sentence. The Borrower Borrowers acknowledge that from time to time 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 Borrowers’ assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrowers, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement. (b) The Borrowers hereby further agrees agree to jointly and severally indemnify and hold harmless the Administrative Agent, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor (including reasonable fees, charges and disbursements of outside counsel) whether or not the Administrative Agent, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, any actual or alleged presence or release of Hazardous Materials on or from any Property owned or operated by any Borrower or any of their Subsidiaries, any environmental liability related in any way to any Borrower or any Subsidiary, or 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, any Borrower or any Subsidiary, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except (i) to the extent that any they relate solely to a dispute among the Lenders or (ii) to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification thereforindemnification, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of lawsincluding, ruleswithout limitation, or regulations applicable to their operationsreasonable attorneys’ fees and settlement costs. The obligations of the Borrower Borrowers under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Co-Administrative Agents (which, for purposes of this Section 9.6, shall also include the Designated Agent in its capacity as such) upon demand for all reasonable out-of-pocket expenses paid or incurred by the Co-Administrative Agents, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP costs and reasonable fees, charges and disbursements of outside counsel to the Co-Administrative Agents 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 Co-Administrative Agents), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Co-Administrative Agents, the LC Issuers 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 Co-Administrative AgentAgents, which attorneys may be employees the LC Issuers 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 Co-Administrative Agent in connection with the amendmentAgents, modification, and enforcement of the Loan Documents. 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 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)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Designated 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 internal use by Designated Agent from information furnished to it by or on behalf of the Borrower, after Designated Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower hereby further agrees to indemnify and hold harmless the Co-Administrative AgentAgents, the Arrangers, each Lender and LC Issuer, each Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees reasonable attorneys’ fees, charges and reasonable expenses for attorneys of the indemnified partiesdisbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor therefor) whether or not the Co-Administrative AgentAgents, the Arrangers, any LC Issuer, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, 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, any environmental liability related in any way to the Borrower or any of its Subsidiaries, or 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 of its Subsidiaries, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement.seeking

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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, each Lender and their Affiliates, and their directors directors, officers, and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement. To the extent 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 ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Expenses; Indemnification. (a) The Borrower 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 Guarantor, any Loan Document or the extensions of credit evidenced thereby. The Borrower also agrees to reimburse the Administrative Agent, the Arranger, the LC Issuer 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, the LC Issuer 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 amendmentArranger, modification, and enforcement of the Loan Documents. 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 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 9.6(a) include, without limitation, any workout)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time 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. (b) The Borrower hereby further agrees to indemnify and hold harmless the Administrative Agent, the Arranger, the LC Issuer, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees reasonable attorneys’ fees, charges and reasonable expenses for attorneys of the indemnified partiesdisbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor therefor) whether or not the Administrative Agent, or any Lender Indemnified Party is a party thereto) which any of them such Indemnified Party may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by any Consolidated Financial Covenant Entity, any environmental liability related in any way to the Consolidated Financial Covenant Entities, or 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 any Consolidated Financial Covenant Entity, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsIndemnified Party. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement. This Section 9.6(b) 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. (a) The Borrower shall reimburse the Administrative Agent upon demand for any costs, internal charges and all reasonable out-of-pocket expenses paid or incurred by the Administrative Agent, 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/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, all reasonable fees for consultants via DebtX and fees and reasonable expenses for attorneys for any other internet service selected by the Administrative Agent), which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the review, amendment, modification, and enforcement administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent Agent, the LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including, without limitation, all fees filing and 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 Agent, the LC Issuer and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent Agent, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents Documents. Expenses being reimbursed by the Borrower under this Section 9.6(a) 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)rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time 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. (b) The Borrower hereby further agrees to indemnify and hold harmless the Administrative Agent, the LC Issuer, each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees reasonable attorneys’ fees, charges and reasonable expenses for attorneys of the indemnified partiesdisbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor therefor) whether or not the Administrative Agent, the LC Issuer, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, any actual or alleged presence or release of Hazardous Materials on or from any Property owned or operated by Borrower or any of its Subsidiaries, any environmental liability related in any way to Borrower or any of its Subsidiaries, or 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 Borrower or any of its Subsidiaries, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges reasonable costs and actual documented (reasonable evidence shall be provided for any expense over $500) 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 not be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the amendment, modification, and enforcement of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal external 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 not 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their 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 reasonable expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement.. Defense of any such indemnified party shall be provided by counsel selected by Borrower, subject to the reasonable approval of the indemnified party, promptly after notice to Borrower of the indemnified claims. ncbcrex.htm 14534489\V-10

Expenses; Indemnification. The Borrower Company 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, 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 and modification of the Loan Documents. The Borrowers also agree, subject to Section 2.27.1 with respect to the Foreign Subsidiary Borrowers, to reimburse the Administrative Agent, the Arranger, the LC Issuer 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, the LC Issuer 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 amendmentArranger, modification, and enforcement of the Loan Documents. 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 LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents (includingDocuments. Expenses being reimbursed by the Company under this Section include, without limitation, any workout)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower further agrees Company acknowledges that from time to indemnify time U.S. Bank may prepare and may distribute to the Administrative Agent, each Lender and their Affiliates, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses Lenders (including, without limitation, all fees and reasonable expenses for attorneys but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the assets of the indemnified partiesCompany and its Subsidiaries for internal use by U.S. Bank from information furnished to it by or on behalf of the Company and its Subsidiaries, all expenses after U.S. Bank has exercised its rights of litigation or preparation 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 inspection pursuant to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. The obligations of the Borrower under this Section shall survive the termination of 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 preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and enforcement administration of the Loan Documents. 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)rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower 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 internal use by Bank One from information furnished to it by or on behalf of the Borrowers, after Bank One has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrowers hereby further agrees agree to indemnify the Administrative Agent, the Arranger, the LC Issuer and each Lender and Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, the LC Issuer any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsany such party not being Year 2000 Compliant. The obligations of the Borrower Borrowers under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (i) 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 amendment, modification, and enforcement of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders Lead 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 Administrative Agent but subject to any limitations contained in the letter from Dick▇▇▇▇▇ ▇▇▇g▇▇ ▇▇▇C to Bank One dated March 9, 2001) paid or incurred by the Administrative Agent or the Lead Arranger in connection with the preparation, investigation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Loan Documents, whether incurred prior to or subsequent to the Closing Date. The Borrowers also agree to reimburse the Administrative Agent, the Lead 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 Administrative Agent, the Lead Arranger and the Lenders, which attorneys may be employees of the Administrative Agent Agent, the Lead Arranger or the Lenders) paid or incurred by the Administrative Agent Agent, the Lead Arranger or any Lender in connection with the collection and enforcement of the Loan Documents Documents. (including, without limitation, any workout). ii) The Borrower Company hereby further agrees to indemnify the Administrative Agent, the Lead Arranger and each Lender Lender, its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Lead Arranger or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower Company under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any covenants and agrees to pay all reasonable out-of pocket 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 amendment, modification, and enforcement of the Loan Documents. 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 charges of engineers, appraisers, the Administrative Agent Engineering Consultant and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders' Counsel) paid or 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 (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 (except fees and expenses, following the occurrence of an Event of Default, in connection with the enforcement hereof and the other Loan Documents) and (2) costs, expenses and charges incurred by Administrative Agent and Lenders in connection with the administration or syndication of the Loan (other than the administration fee required by Section 6.10 and the reasonable fees and expenses of Lenders' Counsel in connection with the administration of the Loan). In connection with clauses (i) and (1) above, 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 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, of 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 (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, the fees and disbursements of counsel incurred in connection with any workout). The Borrower further agrees 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 indemnify the Administrative AgentMortgage or the ownership, each Lender and their Affiliatescondition, and their directors and officers against all development, construction, sale, rental or financing of the Premises or Improvements or any part thereof (but excluding any such losses, liabilities, claims, damages, penalties, judgments, liabilities and damages or expenses (including, without limitation, all fees and reasonable expenses for attorneys incurred solely by reason of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsbe indemnified). 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 this Agreementthe Loan.

Expenses; Indemnification. (i) The Borrower shall Borrowers will promptly reimburse the Administrative Agent and the Syndication Agent for any costsfiling and recording fees, internal charges reasonable costs and out-of-pocket expenses (includingincluding reasonable attorneys' fees, 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 amendment, modification, and enforcement of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal time charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for advanced of attorneys for the Administrative Agent and the Lenders, which attorneys may be employees or for any of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender the Syndication Agent in connection with the preparation, negotiation, execution, closing, delivery, syndication, review, amendment, waiver, consent or modification, refinancing, Lien perfection, administration, collection and enforcement of the Loan Documents Documents, regardless of whether or not the transactions provided for in this Agreement are eventually closed and regardless of whether or not any or all sums evidenced by the Notes are advanced to the Borrowers by the Lenders. (including, without limitation, any workout). ii) The Borrower further agrees Borrowers hereby also agree to indemnify against and, where applicable, reimburse for, the Administrative Agent, the Syndication Agent, the LC Issuer and each Lender Lender, its directors, officers and their Affiliatesemployees, and their directors and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, the prompt reimbursement of all legal fees and reasonable expenses of attorneys for attorneys the Administrative Agent, the Syndication Agent, the LC Issuer or any of the indemnified partiesLenders in connection with (i) restructure as a part of loan work out or special asset modification or fees and expenses from enforcement or collection actions or proceedings, all expenses of and (ii) collection and enforcement actions or proceedings, including litigation or preparation therefor whether or not the Administrative Agent, the Syndication Agent, the LC Issuer or any Lender is a party theretoto such litigation) which any of them may pay or incur arising out in good faith as a result of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under by the Loan Documents, Documents except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower Borrowers under this Section shall 12.6 will survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and the Arranger 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 or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, review, actual or proposed amendment, modification, and enforcement administration of the Loan Documents. 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 Documents. (including, without limitation, any workout). b) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger and each Lender Lender, its directors, officers and their Affiliates, and their directors and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts use or intended use of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor Facility Letter of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan DocumentsCredit, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section SECTION 9.7 shall survive the termination of this 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 AgentAgent 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 enforcement administration of the Loan Documents. 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)Documents. 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 directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation 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 this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 amendment, modification, and enforcement of the Loan Documents. 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). The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors respective directors, 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 therefor whether or not the 15031925\V-9 Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documentshereunder, except to the extent that any of the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any of the 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 (ii) arise from as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or the indemnitee’s violation use of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsthe proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Co-Administrative Agents (which, for purposes of this Section 9.6, shall also include the Designated Agent in its capacity as such) upon demand for all reasonable out-of-pocket expenses paid or incurred by the Co-Administrative Agents, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP costs and reasonable fees, charges and disbursements of outside counsel to the Co-Administrative Agents 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 Co-Administrative Agents), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Co-Administrative Agents, the LC Issuers 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 Co-Administrative AgentAgents, which attorneys may be employees the LC Issuers 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 Co-Administrative Agent in connection with the amendmentAgents, modification, and enforcement of the Loan Documents. 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 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)costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Designated 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 internal use by Designated Agent from information furnished to it by or on behalf of the Borrower, after Designated Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower hereby further agrees to indemnify and hold harmless the Co-Administrative AgentAgents, the Arrangers, each Lender and LC Issuer, each Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees, agents and advisors against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees reasonable attorneys’ fees, charges and reasonable expenses for attorneys of the indemnified partiesdisbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor therefor) whether or not the Co-Administrative AgentAgents, the Arrangers, any LC Issuer, any Lender or any Lender affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby hereby, 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, any environmental liability related in any way to the Borrower or any of its Subsidiaries, or 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 of its Subsidiaries, or the direct or indirect application or proposed application of the proceeds of any Loan Credit Extension hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable to their operationsindemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of 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 amendment, modification, and enforcement of the Loan Documents. 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 such Arranger) paid or incurred by the 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 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 Documents. (includingii) Subject to paragraph (iii) below, without limitation, any workout). The Borrower the Illinois Utilities and the Borrowers hereby further agrees agree to indemnify the Administrative Agent, each Lender and Arranger, each Issuing Bank, each Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, any Arranger, any Issuing Bank, any Lender or any Lender affiliate is a party thereto, and all attorneys’ and paralegals’ fees, time charges and expenses of attorneys and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they have resulted, as determined in a final non-appealable judgment by a court of competent jurisdiction, from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, indemnification. (iii) Each amount payable under paragraph (i) or (ii) arise from of this Section shall be an obligation of, and shall be discharged by (a) to the indemniteeextent arising out of acts, events and circumstances related to a particular Illinois Utility or Borrower, such Illinois Utility or Borrower and (b) otherwise, all the Illinois Utilities and Borrowers, with each of them being severally liable for its Contribution Percentage of such amount. (iv) To the extent that the Illinois Utilities and the Borrowers fail to pay any amount required to be paid by them to the Agent, either Arranger, any Issuing Bank or the Swingline Lender under paragraph (i) or (ii) of this Section, each Lender severally agrees to pay to the Agent, such Arranger, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s violation Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent, such Arranger, such Issuing Bank or the Swingline Lender in its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. capacity as such. (v) The obligations of the Borrower Illinois Utilities and the Borrowers under this Section 9.6 shall survive the termination of this AgreementAgreement and, as to each Borrower, the Maturity Date applicable to such Borrower.

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 amendment, modification, and enforcement of the Loan Documents. 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’ 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 Arranger) paid or incurred by the Agent or the 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, the 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, the Arranger, the Issuing Banks and the Lenders, which attorneys and paralegals may be employees of the Agent, the Arranger, the Issuing Banks or the Lenders) paid or incurred by the Administrative Agent Agent, the Arranger, any Issuing Bank or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents Documents. (includingii) Subject to paragraph (iii) below, without limitation, any workout). The Borrower the Illinois Utilities and the Borrowers hereby further agrees agree to indemnify the Administrative Agent, the Arranger, each Lender and Issuing Bank, each Lender, their Affiliatesrespective affiliates, and each of their directors directors, officers and officers employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arranger, any Issuing Bank, any Lender or any Lender affiliate is a party thereto, and all attorneys’ and paralegals’ fees, time charges and expenses of attorneys and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except to the extent that any they have resulted, as determined in a final non-appealable judgment by a court of competent jurisdiction, from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking indemnification therefor, indemnification. (iii) Each amount payable under paragraph (i) or (ii) arise from of this Section shall be an obligation of, and shall be discharged by (a) to the indemniteeextent arising out of acts, events and circumstances related to a particular Illinois Utility or Borrower, such Illinois Utility or Borrower and (b) otherwise, all the Illinois Utilities and Borrowers, with each of them being severally liable for its Contribution Percentage of such amount. (iv) To the extent that the Illinois Utilities and the Borrowers fail to pay any amount required to be paid by them to the Agent, the Arranger, any Issuing Bank or the Swingline Lender under paragraph (i) or (ii) of this Section, each Lender severally agrees to pay to the Agent, the Arranger, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s violation Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent, the Arranger, such Issuing Bank or the Swingline Lender in its own internal policies or from a violation of laws, rules, or regulations applicable to their operations. capacity as such. (v) The obligations of the Borrower Illinois Utilities and the Borrowers under this Section 9.6 shall survive the termination of this AgreementAgreement and the Maturity Date.

Expenses; Indemnification. The Borrower (a) Mortgagor shall pay or reimburse Mortgagee for all expenses incurred by Mortgagee after the Administrative Agent for date of this Mortgage with respect to any costsand all transactions contemplated by this Mortgage including without limitation, internal charges and outthe preparation of any document reasonably required hereunder or any amendment, modification, restatement or supplement to this Mortgage, the delivery of any consent, non-of-pocket disturbance agreement or similar document in connection with this Mortgage or the enforcement of any of Mortgagee's rights. Such expenses (includingshall include, without limitation, all title and conveyancing charges, recording and filing fees and taxes, mortgage taxes, intangible personal property taxes, escrow fees, revenue and tax stamp expenses, insurance premiums (including title insurance premiums), title search and title rundown charges, brokerage commissions, finders' fees, placement fees, court costs, reasonable fees and disbursements of surveyors, photographers, appraisers, architects, engineers, consulting professionals, accountants and attorneys. ▇▇▇▇▇▇▇▇▇ acknowledges that from time to time Mortgagor may receive statements for consultants and such expenses, including without limitation attorneys' fees and reasonable expenses for attorneys for disbursements. Mortgagor shall pay such statements promptly upon receipt. (b) If (i) any action or proceeding shall be commenced by Mortgagee (including but not limited to any action to foreclose this Mortgage or to collect the Administrative AgentIndebtedness), which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the amendment, modification, and enforcement of the Loan Documents. 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 action or proceeding is commenced to which Mortgagee is made a party, or in connection with which it becomes necessary to defend or uphold the collection and enforcement lien of the Loan Documents this Mortgage (including, without limitation, any workoutproceeding or other action relating to the bankruptcy, insolvency or reorganization of Mortgagor or any other Loan Party). The Borrower further agrees , or in which Mortgagee is served with any legal process, discovery notice or subpoena and (ii) in each of the foregoing instances such action or proceeding in any manner relates to indemnify or arises out of this Mortgage or Mortgagee's lending to Mortgagor or acceptance of a guaranty from a guarantor of the Administrative AgentIndebtedness or of any of the Obligations or any of the transactions contemplated by this Mortgage, each Lender then Mortgagor will immediately reimburse or pay to Mortgagee all of the expenses which have been or may be incurred by Mortgagee with respect to the foregoing (including reasonable counsel fees and their Affiliatesdisbursements), together with interest thereon at the Default Rate, and their directors any such sum and officers the interest thereon shall be a lien on the Mortgaged Property, prior to any right, or title to, interest in or claim upon the Mortgaged Property attaching or accruing subsequent to the lien of this Mortgage, and shall be deemed to be secured by this Mortgage. In any action or proceeding to foreclose this Mortgage, or to recover or collect the Indebtedness, the provisions of law respecting the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant. (c) Mortgagor shall indemnify and hold harmless Mortgagee and Mortgagee's affiliates, and the respective directors, officers, agents and employees of Mortgagee and its affiliates from and against all losses, claims, damages, penalties, judgments, losses and liabilities and expenses (including, without limitation, all reasonable attorneys' fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Administrative Agent, or any Lender is a party theretoexpenses) which any of them may pay or incur arising out of or relating based upon any matter related to this AgreementMortgage, the other Loan Documents, the Projects, the transactions contemplated hereby Mortgaged Property or the direct occupancy, ownership, maintenance or indirect application or proposed application management of the proceeds Mortgaged Property by Mortgagor, including, without limitation, any claims based on the alleged acts or omissions of any Loan employee or agent of Mortgagor, provided that Mortgagor shall have no obligation hereunder to Mortgagee or the acts of the Administrative Agent Mortgagee's affiliates or any Lender entering into this Agreementof their respective directors, establishing the facility in favor of Borrower evidenced herebyofficers, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except agents and employees with respect to indemnified liabilities to the extent that any such indemnified liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the foregoing (i) arise out of the bad faith, gross negligence or willful misconduct of the party seeking Mortgagee or Mortgagee's affiliates or any of their respective directors, officers, agents and employees. This indemnification therefor, or (ii) arise from the indemnitee’s violation of its own internal policies or from a violation of laws, rules, or regulations applicable shall be in addition to their operations. The obligations of the Borrower under this Section shall survive the termination of this Agreementany other liability which Mortgagor may otherwise have to Mortgagee.