Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Company shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreementthe Financing Documents, any waiver or consent hereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates Bank Affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindexpenses, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) arising out of any investigative, administrative or judicial proceeding (brought or threatened threatened) relating to or arising out of this Agreement the Financing Documents, the arrangement, administration, performance or enforcement thereof or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction jurisdiction; provided further that no Indemnitee shall have the right to be indemnified hereunder in connection with any proceedings between it and another Indemnitee which does not relate to the Borrower. (iic) If any proceeding or claim shall be brought or asserted against any Indemnitee in respect of which indemnity may be sought pursuant to the Company preceding subsection, such Indemnitee shall promptly notify the Borrower. The Borrower shall not be liable for any costs or expenses in connection with any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)consent. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have acts or omissions of the right to be indemnified hereunder for such Indemnitee's own Collateral Manager constituting bad faith, gross negligence or willful misconduct as determined on the part of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), (ii) breach of any representation or warranty under this Agreement, any other Facility Document or any Related Document by the Collateral Manager or (iii) failure by the Collateral Manager to comply with any term, provision or covenant contained in this Agreement, any other Facility Document or any Related Document; except to the extent (i) any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith, or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing, (ii) resulting from the Company performance of the Collateral Assets (including without limitation any change in the market value of such Collateral Asset) or (iii) any loss in value of any Eligible Investment. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not be liable for such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actionpending or threatened proceeding in respect of which any Indemnified Party is a party (or, suit in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or proceeding for which such Indemnitee may wish admission of, fault, culpability or a failure to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable act by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense or on behalf of any such actionIndemnified Party, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses (ii) includes an unconditional release of such separate counsel shall be at such Indemnitee's expense unless (1) Indemnified Party from all liability on claims that are the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense subject matter of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3. This Section 14.06(b) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more apply with respect to Taxes other than one separate firm of attorneysany Taxes that represent losses, which firm shall be designated in writing by such Indemnitee)claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all out-of-pocket expenses of reasonably incurred by the AgentLender, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder hereunder, and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender, including reasonable fees and disbursements of counsel, counsel in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement, the Pledge Agreement or the Note. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") Lender and hold each Indemnitee the Lender harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (other than general overhead and administrative expenses), including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee the Lender in connection with any investigative, administrative administrative, or judicial proceeding (whether or not such Indemnitee the Lender shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement, the Pledge Agreement or the Note or any actual or proposed use of proceeds of Loans the Loan hereunder; provided that (i) no Indemnitee the Lender shall not have the right to be indemnified hereunder for such Indemnitee's (i) any proceeding against the Lender by any governmental authority charged with the supervision of the Lender or (ii) its own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided PROVIDED that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case (1) arising out of or in connection with any investigativeacts or omissions of the Collateral Manager constituting bad faith, administrative willful misconduct or judicial proceeding gross negligence in the performance of the duties of the Collateral Manager or (2) arising out of a breach of its obligations or duties or any representations or warranties in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such Indemnitee shall be designated transactions are consummated); except to the extent any such Liability is found in a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party, and (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the Company subject matter of such proceeding. In no case shall the Collateral Manager be responsible for any Indemnified Party’s lost revenues or lost profits. This Section 14.06(b) shall not be liable for apply with respect to Taxes other than any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, parties hereto agree that the Company provisions of this Section 14.06 shall not be liable for interpreted to provide recourse to the fees Collateral Manager against loss by reason of the bankruptcy or expenses insolvency (or other credit condition) of, or default by, a related Obligor on, any Collateral Loan, except to the extent such Liabilities directly result from the Collateral Manager’s breach of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)its obligations hereunder.

Expenses; Indemnification. (a) The Company Each Borrower shall pay its Appropriate Share of (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder with respect to a Borrower and (ii) if an Event of Default occursoccurs with respect to a Borrower, all out-of-pocket expenses incurred by the Administrative Agent and each Bank (including any Issuing Bank), including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Each Borrower agrees to indemnify the Administrative Agent and each Bank (including any Issuing Bank), their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any Letter of Credit or any actual or proposed use of proceeds of Loans hereunderor Letters of Credit hereunder in each case to the extent of such Borrower’s Appropriate Share; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give This Section 9.03 shall survive any termination of this Agreement, the Company prompt written notice after it receives any notice termination or assignment of the commencement Commitments and the repayment of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)all outstanding Loans.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the AgentAgents, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the each Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or (i) any actual or proposed use of proceeds of Loans hereunderhereunder or (ii) any actual or alleged Default under this Agreement or any actual or alleged untruth or inaccuracy of any representation or warranty made by the Borrower in or in connection with this Agreement; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender, including the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Administrative Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct or violation by such Indemnitee of any statute or regulation (provided that such violation was not the result of any breach of statute or regulation or of any provision of this Agreement by the Company or any of its Consolidated Subsidiaries), all as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Each Borrower shall pay (i) its Appropriate Share of all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of one special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to such Borrower hereunder and (ii) if an Event of Default with respect to such Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bankor any Lender, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Company Each Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates Lender and the respective directors, officers, agents and employees Related Parties of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, penalties, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselone counsel for all Indemnitees taken as a whole and, in the case of any actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder, in each case to the extent of such Borrower’s Appropriate Share; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees To the fullest extent permitted by applicable law, each Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to give direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, or any agreement or instrument contemplated hereby, the Company prompt written notice after it receives transactions contemplated hereby or thereby, any notice Loan or Letter of Credit, or the use of the commencement of any action, suit or proceeding for which such proceeds thereof. No Indemnitee may wish referred to claim indemnification pursuant to subsection in paragraph (b). The Company ) above shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for any damages arising from the fees use by unintended recipients of any information or expenses of more than one separate firm of attorneysother materials distributed by it through telecommunications, which firm shall be designated electronic or other information transmission systems in writing by such Indemnitee)connection with this Agreement or the transactions contemplated hereby or thereby.

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreementthe Financing Documents, any waiver or consent hereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates Bank Affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindexpenses, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) arising out of any investigative, administrative or judicial proceeding (brought or threatened threatened) relating to or arising out of this Agreement the Financing Documents, the arrangement, administration, performance or enforcement thereof or any actual or proposed use of proceeds of Loans hereunder; provided PROVIDED that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction jurisdiction; PROVIDED FURTHER that no Indemnitee shall have the right to be indemnified hereunder in connection with any proceedings between it and another Indemnitee which does not relate to the Borrower. (iic) If any proceeding or claim shall be brought or asserted against any Indemnitee in respect of which indemnity may be sought pursuant to the Company preceding subsection, such Indemnitee shall promptly notify the Borrower. The Borrower shall not be liable for any costs or expenses in connection with any settlement entered into by an Indemnitee without its consent (which shall such consent not to be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of each special counsel for the Agent, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder, (ii) the reasonable fees and expenses of consultants and other experts retained by the Agent or the Required Lenders with the consent of the Borrower (which consent shall not be unreasonably withheld); provided that, if such consultants or other experts shall have been retained in connection with any Default under the Loan Documents, no such consent shall be required and (iiiii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement the Loan Documents or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special one counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender, including the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the each Agent and each BankLender, their respective affiliates and affiliates, the respective directors, officers, agents and employees of the foregoing and their heirs, successors and assigns (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselone counsel for all Indemnitees (and, in the event of actual or potential conflict of interest, additional counsel for each Indemnitee subject to such conflict, limited to one such additional counsel so long as representation of each such party by a single counsel is consistent with and permitted by professional responsibility rules) and, if necessary, of one local counsel in each relevant jurisdiction, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct misconduct, material breach in bad faith of express obligations under the Loan Documents or violation by such Indemnitee of any statute or regulation (provided that such violation was not the result of any breach of statute or regulation or of any provision of this Agreement by the Company or any of its Consolidated Subsidiaries), all as determined by a final, non-appealable judgment of a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Guarantor shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof thereof or any Default default or alleged Default default hereunder and (ii) if an Event of Default (as defined in any Credit Agreement) occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings in respect of this Agreement resulting therefrom. (b) The Company Guarantor agrees to indemnify the Agent and each Bank, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindexpenses, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) arising out of any investigative, administrative or judicial proceeding (brought or threatened threatened) relating to or arising out of this Agreement Agreement, the arrangement, administration, performance or any actual or proposed use of proceeds of Loans hereunderenforcement thereof; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction jurisdiction; provided further that no Indemnitee shall have the right to be indemnified hereunder in connection with any proceedings between it and another Indemnitee which does not relate to the Guarantor. (iic) If any proceeding or claim shall be brought or asserted against any Indemnitee in respect of which indemnity may be sought pursuant to the Company preceding subsection, such Indemnitee shall promptly notify the Guarantor. The Guarantor shall not be liable for any costs or expenses in connection with any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)consent. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall Borrower agrees to pay (i) all reasonable out-of-pocket expenses of the AgentAgents and the Lead Arrangers, including including, in the case of fees and disbursements of legal counsel, the reasonable fees and disbursements only of special New York counsel for the AgentAgents, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurshas occurred and is continuing, all reasonable out-of-pocket expenses incurred by the each Agent and each Bank, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom, provided that it is understood that the Borrower shall not, in respect of the legal expenses of the Banks in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one law firm (in addition to any local counsel) for all Banks designated by the Administrative Agent and that all such fees and expenses shall be reimbursed as they are incurred. (b) The Company Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)misconduct. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify pay the Agent Purchaser $15,000 simultaneously with the execution and each Bankdelivery of the Warrant in compensation for certain of the Purchaser's expenses incurred in connection herewith. In addition, their respective affiliates the Company agrees to pay the Purchaser for all costs and expenses of the Purchaser relating to the enforcement of the rights granted under this Agreement and the agreements contemplated hereby, if the Company is found to have breached its obligations under any such agreement. (ii) The Company further agrees to indemnify and save harmless the Purchaser and its respective officers, directors, officerspartners, agents employees, trustees and employees agents, each person who controls the Purchaser within the meaning of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless Securities Act or the Exchange Act, from and against any and all liabilitiescosts, lossesexpenses, damages, costs and expenses damages or other liabilities resulting from any breach of any kindrepresentation, includingwarranty, without limitationcovenant or agreement set forth in this Agreement, and the agreements contemplated hereby by the Company or any legal, administrative or other proceedings brought by any third party arising out of the transactions contemplated hereby and thereby; provided that, if and to the extent that such indemnification is unenforceable for any reason, the reasonable fees Company shall make the maximum contribution to the payment and disbursements satisfaction of counselsuch indemnified liability which shall be permissible under applicable laws. (iii) The indemnified party under this Section 7.1 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemnity agreement contained in this Section 7.1, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party except to the extent the Company shall have been prejudiced by the omission of such indemnified party so to notify the Company, pursuant to this Section 7.1. In case any such action shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this Section 7.1 for any legal or other expense subsequently incurred by such Indemnitee indemnified party in connection with the defense thereof nor for any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out settlement thereof entered into without the consent of this Agreement or any actual or proposed use of proceeds of Loans hereunderthe Company; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) if the Company shall elect not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit claim or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; action or (3ii) such Indemnitee shall have been advised by independent counsel in writing if the indemnified party reasonably determines (with a copy to the Companyx) that there may be one a conflict between the positions of the Company and of the indemnified party in defending such claim or more action or (y) that there may be legal defenses available to such Indemnitee which are indemnified party different from or in conflict with addition to those available to the Company (in which caseCompany, if such Indemnitee notifies the Company in writing that it elects to employ then separate counsel at for the Company's expenseindemnified party shall be entitled to participate in and conduct the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for any reasonable legal or other expenses incurred by the fees or expenses of more than one separate firm of attorneys, which firm shall be designated indemnified party in writing by such Indemnitee)connection with the defense.

Expenses; Indemnification. (a) The Company shall agrees to pay on the Closing Date and save the Investors harmless against liability for (i) all the payment of any stamp or similar taxes (including interest and penalties, if any) that may be determined to be payable in respect of the execution and delivery of this Agreement, and the issue and sale of any Securities and the Underlying Securities, (ii) the expense of preparing and issuing the certificates for the Preferred Shares and the Underlying Securities, and (iii) the cost of delivering the Preferred Shares and the Underlying Securities of each Investor to such Investor’s address, insured in accordance with customary practice. Each Investor shall be responsible for its out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, arising in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromContemplated Transactions. (b) The Company hereby agrees and acknowledges that the Investors have been induced to enter into this Agreement and to purchase the Preferred Shares hereunder, in part, based upon the representations, warranties, agreements and covenants of the Company contained herein. The Company hereby agrees to pay, indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless the Investors (each, an “Indemnified Party”) against all claims, losses and damages resulting from and against any and all liabilitieslegal or administrative proceedings, losses, damages, costs and expenses of any kind, including, including without limitation, the reasonable attorneys’ fees and disbursements of counsel, which may be expenses incurred by such Indemnitee in connection with any investigativetherewith (but in no event for more than one law firm, administrative or judicial proceeding selected by the Investor Majority, for all the Investors) (whether or not such Indemnitee shall be designated collectively, “Losses”), resulting from a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined breach by a court of competent jurisdiction and (ii) the Company shall not be liable for of any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld).representation or warranty of the Company contained herein or the failure of the Company to perform any agreement or covenant made herein; (c) Each Indemnitee agrees to give As soon as reasonably practicable after receipt by any Indemnified Party of notice of any Losses in respect of which the Company prompt (the “Indemnifying Party”) may be required to provide indemnification thereof under this Section 6.2, the Indemnified Party shall give written notice after it receives thereof to the Indemnifying Party. The Indemnified Party may, at its option, claim indemnity under this Section 6.2 as soon as a claim has been threatened by a third party, regardless of whether any actual Losses have been suffered, so long as counsel for such Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnifying Party may be required to provide indemnification therefor as a result thereof and shall give notice of such determination to the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b)Indemnifying Party. The Company Indemnified Party shall have permit the right, exercisable by giving written notice within fifteen Domestic Business Days after Indemnifying Party at the receipt of notice from such Indemnitee of such commencementIndemnifying Party’s option and expense, to assume, at the Company's expense, assume the defense of any such action, suit claim by counsel mutually and reasonably satisfactory to the Indemnifying Party and a majority in interest of the Indemnified Parties and to settle or proceedingotherwise dispose of the same; provided, however, that each Indemnified Party may at all times participate in such Indemnitee defense at such Indemnified Party’s expense; and provided further, however, that the Indemnifying Party shall have the right to employ separate counsel not, in defense of any such actionclaim, suit except with the prior written consent of the Indemnified Party, consent to the entry of any judgment or proceeding and settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to participate such Indemnified Party of a release of all liabilities in the defense thereof, but the fees and expenses respect of such separate counsel shall be at such Indemnitee's expense unless (1) claim. If the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to Indemnifying Party does not promptly assume the defense of such action, suit claim or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in if any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy is unable to the Company) that there may be represent one or more defenses available of the Indemnified Parties due to such Indemnitee which are in a conflict with those available of interest, then an Indemnified Party may assume, to the Company extent separable, the defense of such portion of the claim as to which the conflict arose (in which caseand, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expensenot separable, the Company shall entire claim) and be obligated entitled to assume indemnification and prompt reimbursement from the expenseIndemnifying Party for such Indemnified Party’s reasonable costs and expenses incurred in connection therewith, it being understoodincluding without limitation, however, that reasonable attorneys’ fees and expenses (not to exceed the Company shall not be liable for the fees or expenses cost of more than one separate law firm of attorneys, which firm for all Investors). Such fees and expenses shall be designated in writing by such Indemnitee)reimbursed to the Indemnified Parties as soon as practicable after submission of invoices to the Indemnifying Party.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agent, including reasonable and documented fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by the Agent and each Bank, including reasonable and documented fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents agents, attorneys and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunderhereunder (the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) no Indemnitee shall are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) relate to any claim not involving an act or omission of the Borrower or any of its subsidiaries or affiliates brought by an Indemnitee against another Indemnitee (other than against the Agent in its capacity as such), and (ii) the Company further provided that no Indemnitee shall not be indemnified for any U.S. federal withholding taxes imposed under FATCA. No Indemnitee shall be liable for any settlement entered into damages arising from the use by an others of information or other materials obtained through internet, Posting Website or other similarly available electronic media in connection with the electronic posting of financial statements, certificates, reports or other information to a Posting Website as provided for in Section 9.01 hereof unless such Indemnitee without its consent (which shall not be unreasonably withheld)has engaged in gross negligence or willful misconduct. (c) Each Indemnitee agrees To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to give direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Company prompt written notice after it receives transactions contemplated hereby or thereby, any notice Loan or the use of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense proceeds thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay Except as otherwise expressly provided herein (iincluding in Sections 5.03(b) and 7.06), all out-of-pocket expenses of the Agentcosts and expenses, including fees and disbursements of special counsel financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided that, except if this Agreement is terminated pursuant to Section 2.03 upon a breach by the Investor of any of its representations, warranties, covenants or other agreements contained in this Agreement, the Company shall reimburse the Investor for all reasonable and documented out-of-pocket costs and expenses of Cravath, Swaine & M▇▇▇▇ LLP, Timagenis Law Firm and Cozen O’▇▇▇▇▇▇ incurred in connection with the Investor Purchase pursuant to this Agreement (but, for the Agentavoidance of doubt, not the exercise of registration rights pursuant to Article VII, which shall be governed by Section 7.06). For the avoidance of doubt, the Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied, if any, in connection with the preparation and administration delivery of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by Purchased Shares to the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromInvestor. (b) The Subject to the provisions of this Section 5.03(b), the Company agrees to indemnify shall pay in advance any expenses, including reasonable attorneys’ fees, the Agent and each BankInvestor or any of its Affiliates (each, their respective affiliates and the respective directors, officers, agents and employees an “Investor Indemnified Party”) incurs while defending any action instituted against such Investor Indemnified Party by any shareholder of the foregoing (each Company who is not an "Indemnitee") Affiliate of the Investor and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising that arises out of or results from the execution, delivery, performance or enforcement of this Agreement or any actual or proposed use of proceeds of Loans hereunderAgreement; provided that if it is finally judicially determined (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by an non-appealable judgment of a court of competent jurisdiction and (iijurisdiction) that such Investor Indemnified Party acted in bad faith or in a manner that such Investor Indemnified Party did not reasonably believe to be consistent with any fiduciary duties it may owe pursuant to the BCA, such Investor Indemnified Party shall repay the amount of expenses so advanced. The indemnification required by this Section 5.03(b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 30 days after bills supporting the amounts incurred by any applicable Investor Indemnified Party are received by the Company. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Investor or any of its Affiliates against the Company shall not be liable for or others and any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give liabilities the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish be subject to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)law.

Expenses; Indemnification. (a) The Company shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each or any Bank, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Company shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement, any Election to Participate or Election to Terminate or any Note. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided PROVIDED that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder under any Loan Document or any amendment hereof or any Default or alleged Default hereunder under any Loan Document and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement any Loan Document or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for any such losses, liabilities, claims, damages or expenses to the extent incurred (i) as the result of any such Indemnitee's own ’s gross negligence or willful misconduct as determined by a court of competent jurisdiction and jurisdiction, or (ii) by a Lender, its affiliates or the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice respective directors, officers, agents and employees of the commencement foregoing in connection with a proceeding with any other Lender or any Assignee or Participant that (x) arises in connection with an assignment, participation or other transfer pursuant to Section 10.06, (y) does not relate to any action taken or failed to be taken by any Borrower and (z) does not relate to any right or obligation of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)Borrower.

Expenses; Indemnification. (a) The Company Subject to the Subordination Agreement, the Borrower shall pay indemnify the Lender, and each Related Party of the Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party arising out of, in connection with, or as a result of (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration execution or delivery of this Agreement, any waiver other Subordinated Loan Document or consent any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or any amendment hereof thereunder or any Default the consummation of the transactions contemplated hereby or alleged Default hereunder and thereby, or (ii) if an Event any actual or prospective claim, litigation, investigation or proceeding relating to any of Default occursthe foregoing, all out-of-pocket expenses incurred whether based on contract, tort or any other theory, whether brought by a third party or by the Agent Borrower, and each Bankregardless of whether any Indemnitee is a party thereto, including fees and disbursements provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of counselcompetent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Subordinated Loan Document, if the Borrower has obtained a final judgment in connection with its favor on such Event claim as determined by a court of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromcompetent jurisdiction. (b) The Company agrees Subject to indemnify the Agent and each BankSubordination Agreement, their respective affiliates and the respective directorsBorrower shall pay, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee the Lender harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Subordinated Loan Documents, any collateral described therein, or any payments due thereunder, and save the Lender harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection liabilities with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating respect to or arising out of this Agreement resulting from any delay or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right omission to be indemnified hereunder for pay such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)taxes. (c) Each To the extent permitted by applicable law, each party shall not assert, and hereby waives, any claim against any Indemnitee agrees or the other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to give the Company prompt written notice after it receives actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any notice of the commencement of any action, suit agreement or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expenseinstrument contemplated hereby, the defense transactions contemplated therein, the Subordinated Loan or the use of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense proceeds thereof, but the fees and expenses of such separate counsel . (d) All amounts due under this Section 8.3 shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank (including any Issuing Bank), including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank (including any Issuing Bank), their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of any proceeds of any Loans or Letters of Credit hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the jurisdiction. The Company shall not be liable for any compromise or settlement entered into by an Indemnitee indemnified person without its consent, which consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days Promptly after the receipt by the indemnified person of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel its involvement in any investigative, administrative or judicial proceeding, such actionindemnified person shall, suit or proceeding and if a claim in respect thereof is to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) made against the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such actionunder this indemnification, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies notify the Company in writing that it elects of such involvement, unless prohibited by applicable law or regulations or if requested by any governmental agency or other regulatory authority (including any self-regulatory organization having, or claiming to employ separate counsel at the Company's expensehave jurisdiction), the Company shall be obligated but failure so to assume the expense, it being understood, however, that notify the Company shall not be liable for relieve the fees or expenses Company from any liability which it may otherwise have to the indemnified person under this indemnification except to the extent that the Company actually suffers prejudice as a result of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)failure.

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have acts or omissions of the right to be indemnified hereunder for such Indemnitee's own Collateral Manager constituting bad faith, gross negligence or willful misconduct as determined on the part of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), (ii) breach of any representation or warranty under this Agreement, any other Facility Document or any Related Document by the Collateral Manager or (iii) failure by the Collateral Manager to comply with any term, provision or covenant contained in this Agreement, any other Facility Document or any Related Document; except (A) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction and to have resulted from (i) with respect to any Bank Party, the gross negligence or willful misconduct of such Indemnified Party or (ii) with respect to any other Indemnified Party, the Company gross negligence, bad faith or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing, (B) to the extent that any such Liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Collateral Manager or (C) to the extent that any such Liability results from the performance of the Collateral Assets. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not be liable for such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actionpending or threatened proceeding in respect of which any Indemnified Party is a party (or, suit in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or proceeding for which such Indemnitee may wish admission of, fault, culpability or a failure to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable act by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense or on behalf of any such actionIndemnified Party, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses (ii) includes an unconditional release of such separate counsel shall be at such Indemnitee's expense unless (1) Indemnified Party from all liability on claims that are the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense subject matter of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3. This Section 14.06(b) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more apply with respect to Taxes other than one separate firm of attorneysany Taxes that represent losses, which firm shall be designated in writing by such Indemnitee)claims, damages, etc. arising from any non‑Tax claim.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the AgentAgents, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender Party, including the fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (including without limitation reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel), including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement any Loan Document or any actual or proposed use of any Commitments or any proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee's ’s own gross negligence or willful misconduct or (ii) liabilities, losses, damages, costs and expenses arising out of a proceeding in which such Indemnitee and the Borrower are adverse parties and in which the Borrower prevails on the merits, in each case as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have acts or omissions of the right to be indemnified hereunder for such Indemnitee's own Collateral Manager constituting bad faith, gross negligence or willful misconduct as determined on the part of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), (ii) breach of any representation or warranty under this Agreement, any other Facility Document or any Related Document by the Collateral Manager or (iii) failure by the Collateral Manager to comply with any term, provision or covenant contained in this Agreement, any other Facility Document or any Related Document; except (A) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction and to have resulted from (i) with respect to any Bank Party, the gross negligence or willful misconduct of such Indemnified Party or (ii) with respect to any other Indemnified Party, the Company gross negligence, bad faith or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing, (B) to the extent that any such Liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Collateral Manager or (C) to the extent that any such Liability results from the performance of the Collateral Assets. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not be liable for such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actionpending or threatened proceeding in respect of which any Indemnified Party is a party (or, suit in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or proceeding for which such Indemnitee may wish admission of, fault, culpability or a failure to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable act by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense or on behalf of any such actionIndemnified Party, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses (ii) includes an unconditional release of such separate counsel shall be at such Indemnitee's expense unless (1) Indemnified Party from all liability on claims that are the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense subject matter of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3. This Section 14.06(b) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more apply with respect to Taxes other than one separate firm of attorneysany Taxes that represent losses, which firm shall be designated in writing by such Indemnitee)claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, reasonable costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee -------- shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and jurisdiction, (ii) in the Company shall not be liable for any settlement entered into by case of an investigation or a proceeding to which an Indemnitee without its consent (which shall is not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actiona party, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right be entitled to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, indemnification only if such Indemnitee notifies the Company is required to respond to process or other formal inquiry in writing that it elects to employ separate counsel at the Company's expense, the Company connection therewith and (iii) any claim for indemnification hereunder shall be obligated to assume made not later than three years after the expense, it being understood, however, that termination of the Company shall not be liable for Commitments and repayment in full of the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)Loans.

Expenses; Indemnification. (a) The Company shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each or any Bank, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Company shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement, any Election to Participate or Election to Terminate or any Note. (b) The Company agrees to indemnify the Agent and each Bank, Bank their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided PROVIDED that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the AgentAgents, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration (provided that expenses of this Agreementadministration shall not include any Agent's normal operating or overhead expenses) of the Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender Party, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (including without limitation reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel), including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee (x) in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement any Loan Document or any actual or proposed use of any Commitments, any Letter of Credit or any proceeds of Loans hereunderhereunder or (y) arising out of, in respect of or in connection with any and all Environmental Liabilities; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) jurisdiction. Without limiting the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice generality of the commencement foregoing, the Borrower hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental Laws that it might have by statute or otherwise against any actionLender, suit or proceeding except for which such Indemnitee may wish that relate to claim indemnification pursuant any property with respect to subsection (b). The Company any period after the Lenders shall have foreclosed on, or otherwise dispossessed the rightBorrower and its Subsidiaries of, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice such property and that arise from such Indemnitee Lender's gross negligence or willful misconduct as determined by a court of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)competent jurisdiction.

Expenses; Indemnification. (a) The Company shall Each Guarantor will upon demand pay (i) to the Agent or any Secured Party, as applicable the amount of any and all out-of-pocket reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Agent, including fees and disbursements of special counsel for the Agent, Agent or such Secured Party may reasonably incur in connection with the preparation and administration enforcement of this Agreement, Guaranty or the failure by a Guarantor to perform or observe any waiver or consent hereunder of the provisions hereof. Without limitation of Section 12.9 of the Credit Agreement or any amendment hereof or other indemnification provision in any Default or alleged Default hereunder Loan Document, each Guarantor hereby covenants and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bankpay, their respective affiliates and the respective directorsindemnify, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee the Secured Parties harmless from and against any and all liabilities, lossescosts, damages, costs and expenses or disbursements of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee kind or nature whatsoever arising in connection with any investigativeclaim or litigation by any Person resulting from the execution, administrative delivery, enforcement, performance and administration of this Guaranty Agreement or judicial proceeding (whether the Loan Documents, or not such Indemnitee shall be designated a party thereto) brought the transactions contemplated hereby or threatened thereby, or in any respect relating to or arising out of this Agreement the Collateral or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right transaction pursuant to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection Guarantor has incurred any Guarantor's Obligations (b). The Company shall have all the rightforegoing, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expensecollectively, the defense of any such action, suit or proceeding"indemnified liabilities"); provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that such Guarantor shall have no obligation hereunder with respect to indemnified liabilities resulting from the Company willful misconduct or gross negligence of the Agent or any Lender. If and to the extent that the obligations of the Guarantors under this Section 21 are unenforceable for any reason, each Guarantor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The agreements in this subsection shall not be liable for the fees survive repayment of all Secured Obligations and termination or expenses expiration of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)this Guaranty Agreement.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agent, including reasonable and documented fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by the Agent and each Bank, including reasonable and documented fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents agents, attorneys and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunderhereunder (the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) no Indemnitee shall are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) relate to any claim not involving an act or omission of the Borrower or any of its subsidiaries or affiliates brought by an Indemnitee against another Indemnitee (other than against the Agent in its capacity as such), and (ii) the Company further provided that no Indemnitee shall not be indemnified for any U.S. federal withholding taxes imposed under FATCA. No Indemnitee shall be liable for any settlement entered into damages arising from the use by an others of information or other materials obtained through internet, Posting Website or other similarly available electronic media in connection with the electronic posting of financial statements, certificates, reports or other information to a Posting Website as provided for in Section 9.01 hereof unless such Indemnitee without its consent (which shall not be unreasonably withheld)has engaged in gross negligence or willful misconduct. (c) Each Indemnitee agrees To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to give direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Company prompt written notice after it receives transactions contemplated hereby or thereby, any notice Loan or the use of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense proceeds thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Grantor shall pay (i) or reimburse Trustee and Beneficiary for all outreasonable expenses incurred by Beneficiary or Trustee before and after the date of this Deed of Trust with respect to any and all transactions contemplated by this Deed of Trust including without limitation, the 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 expenses of the Agent, including fees and disbursements of special counsel for the Agent, disturbance agreement or similar document in connection with this Deed of Trust or the preparation and administration enforcement of this Agreementany of Beneficiary’s or Trustee’s rights. Such expenses shall include, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurswithout limitation, all out-of-pocket expenses incurred by the Agent title and each Bankconveyancing 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, 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 such expenses, including without limitation attorneys’ fees and disbursements of counsel, in connection with disbursements. Grantor shall pay such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromstatements promptly upon receipt. (b) The Company agrees If (i) any sale (or any prerequisite to a sale), action or proceeding shall be commenced by Beneficiary or Trustee (including but not limited to any sale of the Trust Property, or any action to foreclose this Deed of Trust or to collect the Term Loan Secured Obligations), or any action or proceeding is commenced to which Beneficiary or Trustee is made a party, or in which it becomes necessary to defend or uphold the rights granted by this Deed of Trust (including, without limitation, any proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Guarantor), 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 or arises out of this Deed of Trust or Beneficiary’s lending to Grantor or any of the transactions contemplated by this Deed of Trust, then Grantor will promptly reimburse or pay to Beneficiary and Trustee 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 Default Rate, and any such sum and the interest thereon shall be included in the Term Loan 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 Term Loan Secured Obligations, the provisions of law respecting the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant. (c) Grantor shall indemnify the Agent and hold harmless each of Beneficiary and Trustee and each Bank, of their respective affiliates affiliates, and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") of Beneficiary and hold Trustee and each Indemnitee harmless of their respective affiliates from and against any and all liabilities, lossesclaims, damages, costs losses and expenses liabilities (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or based upon any kindmatter related to this Deed of Trust, the Trust Property or the occupancy, ownership, maintenance or management of the Trust Property by Grantor, including, without limitation, any claims based on the reasonable fees alleged acts or omissions of any employee or agent of Grantor, other than any such claims, damages, losses and disbursements of counselliabilities arising from the gross negligence, which may be incurred by such Indemnitee in connection with any investigative, administrative willful misconduct or judicial proceeding (whether or not such Indemnitee bad faith thereof. This indemnification shall be designated a party thereto) brought in addition to any other liability which Grantor may otherwise have to Beneficiary or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)Trustee. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreementthe Financing Documents, any waiver or consent hereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates Bank Affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindexpenses, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) arising out of any investigative, administrative or judicial proceeding (brought or threatened threatened) relating to or arising out of this Agreement the Financing Documents, the arrangement, administration, performance or enforcement thereof or any actual or proposed use of proceeds of Loans hereunder; provided PROVIDED that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction jurisdiction; PROVIDED FURTHER that no Indemnitee shall have the right to be indemnified hereunder in connection with any proceedings between it and another Indemnitee which does not relate to the Borrower. (iic) If any proceeding or claim shall be brought or asserted against any Indemnitee in respect of which indemnity may be sought pursuant to the Company preceding subsection, such Indemnitee shall promptly notify the Borrower. The Borrower shall not be liable for any costs or expenses in connection with any settlement entered into by an Indemnitee without its consent (which shall such consent not to be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Administrative Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or overtly threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) jurisdiction. Each Indemnitee agrees to notify the Company promptly of any proceeding in respect of which it will seek indemnification hereunder; provided, however, that the failure of any Indemnitee so to notify the Company shall not affect the rights of such Indemnitee hereunder; but provided, further, that the Company shall be liable entitled to assert by separate action against such Indemnitee any claim for any settlement entered into actual damages incurred by an the Company as a consequence of such failure by such Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give such notice. In the Company prompt written notice after it receives any notice of the commencement of event any action, suit or proceeding for which such is brought against any Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expenseany Person other than a Lender, the defense Administrative Agent or any of any such their respective affiliates (a “third party action”), suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1i) the Company shall have agreed be entitled, upon written notice to pay such fees and expenses; (2) the Company shall have failed Indemnitee, to assume the investigation and defense of such action, suit or proceeding or shall have failed to employ thereof with counsel reasonably satisfactory to such Indemnitee unless (x) the employment by such Indemnitee of separate counsel has been specifically approved by the Company in any such action, suit or proceeding; writing or (3y) the designated parties to the proceeding in which such claim, demand, action or cause of action has been asserted include (or are reasonably likely to include) both such Indemnitee shall have been advised by independent and any of the Obligor, or any Affiliate (each, a “designated related party”) and in the opinion of counsel in writing (with a copy to the Company) that for such Indemnitee there may be exist one or more defenses that may be available to such Indemnitee which are in conflict with those available to the Company any designated related party, (in which case, if ii) such Indemnitee notifies the Company in writing that it elects shall be entitled to employ separate counsel at and to participate in the Company's expense, investigation and defense of any such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above) and (iii) the fees and expenses of any separate counsel employed by any Indemnitee in connection with any such third party action shall be obligated to assume borne by such Indemnitee except (x) under the expense, it being understood, however, circumstances contemplated by subclauses (x) and (y) of clause (i) above or (y) if such Indemnitee has reasonably concluded that the Company is failing actively and diligently to defend such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above). The Company shall not be liable for settle or compromise any action or claim without the fees relevant Indemnitee’s consent if the settlement or expenses of more than one separate firm of attorneyscompromise involves any performance by, which firm shall be designated in writing by or adverse admission of, such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reimburse each Agent and each Bank for any reasonable costs, internal charges and out-of-pocket expenses of the Agent, (including reasonable attorneys’ fees and disbursements time charges of special counsel for the Agentattorneys, which attorneys may be employees of such Agent or such Bank, as applicable) paid or incurred by such Agent or such Bank, as applicable, in connection with the collection, liquidation and enforcement of the Loan Documents and/or the Collateral. The Company further agrees to indemnify each Agent, each Bank and their respective directors, officers and employees (each an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation and administration therefor) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any waiver Loan hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”), excluding, however, in all of the foregoing instances, Indemnified Amounts arising from the gross negligence or consent hereunder willful misconduct on the part of the Indemnified Party seeking indemnification and Indemnified Amounts consisting of taxes imposed on or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred measured by the Agent and each Bank, including fees and disbursements overall net income of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromthe Indemnified Party seeking indemnification. (b) The Company agrees to indemnify If, after the Agent and each Bankdate hereof, their respective affiliates and the respective directorsany law or any governmental rule, officersregulation, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilitiespolicy, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative guideline or judicial proceeding directive (whether or not having the force of law) is adopted, or there is any change in the interpretation thereof, or the compliance of any Bank with such, which, in any case, affects the amount of capital required or expected to be maintained by such Indemnitee shall be designated a party thereto) brought Bank or threatened relating to any corporation controlling such Bank, and such Bank reasonably determines the amount of capital required is increased by or arising out based upon the existence of this Agreement or any actual or proposed use its Commitment hereunder and such increased capital results in increased costs to such Bank, then, such Bank shall notify the Company of proceeds such fact and shall provide a reasonably detailed description of such increased costs in the notice (“Increased Cost Notice”), together with documentation from the relevant regulatory body setting forth such increased capital requirement, and within 15 days of the Company’s receipt of such Increased Cost Notice, the Company shall, in its sole discretion, determine whether to terminate such Bank’s Commitment and obligation to make Loans hereunder; , or to attempt to negotiate with such Bank a revised commitment fee (which revision shall not constitute an amendment to Section 2.8 hereof for the purposes of Section 9.2) and any other reimbursements provided for hereunder which reflect such Bank’s increased costs. In the event that (i) no Indemnitee the Company determines to terminate such Bank’s Commitment and obligation to make Loans hereunder, the Company shall have send written notice to such Bank within 15 days of the right Company’s receipt of the Increased Cost Notice specifying a date at least 30 days thereafter on which such Bank’s Commitment and obligation to make Loans hereunder shall be terminated. In the event that the Company determines to attempt to negotiate with such Bank a revised commitment fee and other reimbursements, and the Company and such Bank are unable to agree, within 30 days of the date of the Increased Cost Notice, upon such revised fees and other reimbursements, such Bank may send written notice to the Company, or the Company may send written notice to such Bank specifying a date at least 30 days thereafter on which the Bank’s Commitment and obligation to make Loans hereunder shall be terminated. Any payment required to be indemnified hereunder for such Indemnitee's own gross negligence made by the Company under this Section 11.9(b) shall be deemed an Obligation and be secured by the Collateral. (c) At least 45 days prior to the proposed consummation date of any merger or willful misconduct as determined by a court consolidation of competent jurisdiction and (ii) the Company with or into any other Person in which the Company shall not be liable for any settlement entered into the surviving entity (such transaction, a “Restructuring”), the Company will give written notice thereof to Administrative Agent (a “Restructuring Notice”), which notice shall set forth the material terms and conditions of such Restructuring, including the identity of the surviving entity of such Restructuring (the “Survivor”). Administrative Agent shall promptly provide a copy of the Restructuring Notice to each Bank. Upon receipt of a Restructuring Notice, a Bank may elect, in its sole discretion, to terminate its Commitment hereunder by an Indemnitee without notifying the Company and Administrative Agent thereof, which may be by telephone (a “Termination Notice”) within 15 days of such Bank’s receipt of the Restructuring Notice, which termination shall become effective no sooner than 30 days after the Company’s receipt of the Termination Notice. Any Bank that fails to deliver a Termination Notice within 15 days after its consent (which receipt of a Restructuring Notice shall not be unreasonably withheld)deemed to have elected to terminate its Commitment. (cd) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement The effective date of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification termination of a Bank’s Commitment hereunder pursuant to subsection (b)) or (c) above is referred to herein as such Bank’s “Accelerated Termination Date”. The Company Any such termination shall have not accelerate the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense maturity of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory Loans outstanding to such Indemnitee in any such action, suit or proceedingBank; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available commitment fees to such Indemnitee which are in conflict with those available Bank shall cease to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, accrue as of its Accelerated Termination Date; and the Company shall be obligated responsible for any and all Obligations and accrued and unpaid costs (including increased costs), fees and expenses incurred with respect to assume the expense, it being understood, however, that such Bank prior to its Accelerated Termination Date. The obligations of the Company under this Section 11.9 shall not be liable for survive the fees or expenses termination of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)this Agreement.

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have acts or omissions of the right to be indemnified hereunder for such Indemnitee's own Collateral Manager constituting bad faith, gross negligence or willful misconduct as determined on the part of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), (ii) breach of any representation or warranty under this Agreement, any other Facility Document or any Related Document by the Collateral Manager or (iii) failure by the Collateral Manager to comply with any term, provision or covenant contained in this Agreement, any other Facility Document or any Related Document; except (A) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction and to have resulted from (i) with respect to any Bank Party, the gross negligence or willful misconduct of such Indemnified Party or (ii) with respect to any other Indemnified Party, the Company gross negligence, bad faith or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing, (B) to the extent that any such Liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Collateral Manager or (C) to the extent that any such Liability results from the performance of the Collateral Loans. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not be liable for such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actionpending or threatened proceeding in respect of which any Indemnified Party is a party (or, suit in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or proceeding for which such Indemnitee may wish admission of, fault, culpability or a failure to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable act by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense or on behalf of any such actionIndemnified Party, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses (ii) includes an unconditional release of such separate counsel shall be at such Indemnitee's expense unless (1) Indemnified Party from all liability on claims that are the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense subject matter of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3. This Section 14.06(b) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more apply with respect to Taxes other than one separate firm of attorneysany Taxes that represent losses, which firm shall be designated in writing by such Indemnitee)claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Company shall pay Except as otherwise expressly provided herein (iincluding in Sections 5.03(b) and 7.06), all out-of-pocket expenses of the Agentcosts and expenses, including fees and disbursements of special counsel financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided that, except if this Agreement is terminated pursuant to Section 2.03 upon a breach by the Investor of any of its representations, warranties, covenants or other agreements contained in this Agreement, the Company shall reimburse the Investor for all reasonable and documented out-of-pocket costs and expenses of Cravath, Swaine & ▇▇▇▇▇ LLP, Timagenis Law Firm and Cozen ▇’▇▇▇▇▇▇ incurred in connection with the Investor Purchase pursuant to this Agreement (but, for the Agentavoidance of doubt, not the exercise of registration rights pursuant to Article VII, which shall be governed by Section 7.06). For the avoidance of doubt, the Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied, if any, in connection with the preparation and administration delivery of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by Purchased Shares to the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromInvestor. (b) The Subject to the provisions of this Section 5.03(b), the Company agrees to indemnify shall pay in advance any expenses, including reasonable attorneys’ fees, the Agent and each BankInvestor or any of its Affiliates (each, their respective affiliates and the respective directors, officers, agents and employees an “Investor Indemnified Party”) incurs while defending any action instituted against such Investor Indemnified Party by any shareholder of the foregoing (each Company who is not an "Indemnitee") Affiliate of the Investor and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising that arises out of or results from the execution, delivery, performance or enforcement of this Agreement or any actual or proposed use of proceeds of Loans hereunderAgreement; provided that if it is finally judicially determined (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by an non-appealable judgment of a court of competent jurisdiction and (iijurisdiction) that such Investor Indemnified Party acted in bad faith or in a manner that such Investor Indemnified Party did not reasonably believe to be consistent with any fiduciary duties it may owe pursuant to the BCA, such Investor Indemnified Party shall repay the amount of expenses so advanced. The indemnification required by this Section 5.03(b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 30 days after bills supporting the amounts incurred by any applicable Investor Indemnified Party are received by the Company. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Investor or any of its Affiliates against the Company shall not be liable for or others and any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give liabilities the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish be subject to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)law.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and jurisdiction, (ii) in the Company shall not be liable for any settlement entered into by case of an investigation or a proceeding to which an Indemnitee without its consent (which shall is not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actiona party, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right be entitled to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, indemnification only if such Indemnitee notifies the Company is required to respond to process or other formal inquiry in writing that it elects to employ separate counsel at the Company's expense, the Company connection therewith and (iii) any claim for indemnification hereunder shall be obligated to assume made not later than three years after the expense, it being understood, however, that termination of the Company shall not be liable for Commitments and repayment in full of the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)Loans.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents agents, attorneys and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunderhereunder (the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) no Indemnitee shall are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, and (ii) the Company further provided that no Indemnitee shall not be indemnified for any U.S. federal withholding taxes imposed under FATCA. No Indemnitee shall be liable for any settlement entered into damages arising from the use by an others of information or other materials obtained through internet, Posting Website or other similarly available electronic media in connection with the electronic posting of financial statements, certificates, reports or other information to a Posting Website as provided for in Section 9.01 hereof unless such Indemnitee without its consent (which shall not be unreasonably withheld)has engaged in gross negligence or willful misconduct. (c) Each Indemnitee agrees To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to give direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Company prompt written notice after it receives transactions contemplated hereby or thereby, any notice Loan or the use of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense proceeds thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigativeacts or omissions of the Collateral Manager (1) constituting bad faith, administrative willful misconduct or judicial proceeding gross negligence in the performance of the duties of the Collateral Manager or (2) arising out of a breach of its obligations or duties or any representations or warranties in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such Indemnitee shall be designated transactions are consummated); except to the extent any such Liability is found in a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party, and (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the Company subject matter of such proceeding. In no case shall the Collateral Manager be responsible for any Indemnified Party’s lost revenues or lost profits. This Section 14.06(b) shall not be liable for apply with respect to Taxes other than any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreementthe Financing Documents, any waiver or consent hereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of 65 counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates Bank Affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindexpenses, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) arising out of any investigative, administrative or judicial proceeding (brought or threatened threatened) relating to or arising out of this Agreement the Financing Documents, the arrangement, administration, performance or enforcement thereof or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction jurisdiction; provided further that no Indemnitee shall have the right to be indemnified hereunder in connection with any proceedings between it and another Indemnitee which does not relate to the Borrower. (iic) If any proceeding or claim shall be brought or asserted against any Indemnitee in respect of which indemnity may be sought pursuant to the Company preceding subsection, such Indemnitee shall promptly notify the Borrower. The Borrower shall not be liable for any costs or expenses in connection with any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)consent. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agent, including reasonable and documented fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-of- pocket expenses incurred by the Agent and each Bank, including reasonable and documented fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents agents, attorneys and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunderhereunder (the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) no Indemnitee shall are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) relate to any claim not involving an act or omission of the Borrower or any of its subsidiaries or affiliates brought by an Indemnitee against another Indemnitee (other than against the Agent in its capacity as such), and (ii) the Company further provided that no Indemnitee shall not be indemnified for any U.S. federal withholding taxes imposed under FATCA. No Indemnitee shall be liable for any settlement entered into damages arising from the use by an others of information or other materials obtained through internet, Posting Website or other similarly available electronic media in connection with the electronic posting of financial statements, certificates, reports or other information to a Posting Website as provided for in Section 9.01 hereof unless such Indemnitee without its consent (which shall not be unreasonably withheld)has engaged in gross negligence or willful misconduct. (c) Each Indemnitee agrees To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to give direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Company prompt written notice after it receives transactions contemplated hereby or thereby, any notice Loan or the use of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense proceeds thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable documented out-of-pocket costs and expenses of the Agent, including fees Agent and disbursements of special counsel for the Agent, Arranger incurred in connection with the preparation and administration syndication of this AgreementAgreement or the preparation of the Financing Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket costs and expenses incurred by the Agent and each or incurred by any Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent Agent, each Co-Agent, the Arranger and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") Bank and hold the Agent, each Indemnitee Co-Agent, the Arranger and each Bank harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, kind (including, without limitation, the reasonable fees and disbursements of counselcounsel for the Agent, which may be incurred by such Indemnitee any Co-Agent, the Arranger or any Bank in connection with any investigative, administrative or judicial proceeding (proceedings, whether or not the Agent, such Indemnitee Co-Agent, the Arranger or such Bank, as the case may be, shall be designated a party thereto) brought which may be incurred by the Agent, any Co-Agent, the Arranger or threatened any Bank, relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder, including specifically, without limitation, all liabilities, losses, damages, costs and expenses arising out of a violation of any Environmental Law; provided that (i) no Indemnitee neither the Agent nor any Co-Agent nor the Arranger nor any Bank shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheldIT BEING EXPRESSLY UNDERSTOOD AND AGREED THAT, EXCEPT FOR SUCH NEGLIGENCE AS IS SO DETERMINED TO CONSTITUTE GROSS NEGLIGENCE, SUCH INDEMNIFICATION DOES EXTEND TO THE CONSEQUENCES OF THE ORDINARY NEGLIGENCE, WHETHER SOLE OR CONTRIBUTORY, OF THE INDEMNITEE). (c) Each Indemnitee agrees Within a reasonable period of time after any Person entitled to give the Company prompt written notice after it indemnification under Section 9.03(b) (an "Indemnified Person") receives any actual notice of the assertion of any claim or the commencement of any action, suit or proceeding for which such Indemnitee may wish to any threatened claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such or action, suit or proceeding; providedcovered by Section 9.03(b), that such Indemnitee shall have the right Indemnified Person shall, if indemnification with respect thereof is to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) sought from the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such actionunder Section 9.03(b), suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies notify the Company in writing of such claim or action; provided that it elects the failure to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that so notify the Company shall not be liable for relieve the fees or expenses Company from any liability which the Company may have to the Indemnified Person under Section 9.03(b) unless the obligations of more than one separate firm the Company under Section 9.03(b) have been significantly increased as a result of attorneys, which firm such failure. The Company and such Indemnified Person shall be designated cooperate in writing by such Indemnitee).the defense

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have acts or omissions of the right to be indemnified hereunder for such Indemnitee's own Collateral Manager constituting bad faith, gross negligence or willful misconduct as determined on the part of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), (ii) breach of any representation or warranty under this Agreement, any other Facility Document or any Related Document by the Collateral Manager or (iii) failure by the Collateral Manager to comply with any term, provision or covenant contained in this Agreement, any other Facility Document or any Related Document; except (A) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction and to have resulted from (i) with respect to any Bank Party, the gross negligence or willful misconduct of such Indemnified Party or (ii) with respect to any other Indemnified Party, the Company gross negligence, bad faith or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing or (B) to the extent that any such Liability results from the performance of the Collateral Assets. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not be liable for such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified USActive 59109857.10 Party, effect any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actionpending or threatened proceeding in respect of which any Indemnified Party is a party (or, suit in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or proceeding for which such Indemnitee may wish admission of, fault, culpability or a failure to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable act by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense or on behalf of any such actionIndemnified Party, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses (ii) includes an unconditional release of such separate counsel shall be at such Indemnitee's expense unless (1) Indemnified Party from all liability on claims that are the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense subject matter of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3. This Section 14.06(b) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more apply with respect to Taxes other than one separate firm of attorneysany Taxes that represent losses, which firm shall be designated in writing by such Indemnitee)claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Company agrees to pay on each Closing Date and save the Investors harmless against liability for the payment of any stamp or similar taxes (including interest and penalties, if any) that may be determined to be payable in respect of the execution and delivery of this Agreement, the issue and sale of any Securities and the Underlying Shares, the expense of preparing and issuing the Securities and the Underlying Shares, the cost of delivering the Securities and the Underlying Shares of each Investor to such Investor's address, insured in accordance with customary practice, and the costs and expenses incurred in the preparation of all certificates and letters on behalf of the Company and of the Company's performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with. Each Investor shall pay (i) all be responsible for its out-of-pocket expenses of arising in connection with the AgentContemplated Transactions, including except that, at the Second Closing, the Company shall pay fees and disbursements of special counsel for to the Agent, Investors as set forth in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromSection 6.9. (b) The Company hereby agrees and acknowledges that the Investors have been induced to enter into this Agreement and to purchase the Securities hereunder, in part, based upon the representations, warranties and covenants of the Company contained herein. The Company hereby agrees to pay, indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless the Investors and any director, officer or employee of any Investor against all claims, losses and damages resulting from and against any and all liabilitieslegal or administrative proceedings, losses, damages, costs and expenses of any kind, including, including without limitation, the reasonable attorneys' fees and disbursements of counsel, which may be expenses incurred by such Indemnitee in connection with any investigativetherewith (collectively, administrative or judicial proceeding (whether or not such Indemnitee shall be designated "LOSS"), resulting from a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined breach by a court of competent jurisdiction and (ii) the Company shall not be liable for of any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)representation or warranty of the Company contained herein or the failure of the Company to perform any covenant made herein. (c) Each Indemnitee agrees to give As soon as reasonably practicable after receipt by an Investor of notice of any Loss in respect of which the Company prompt written may be liable under this Section 5.2, the Investor shall give notice after it receives any thereof to the Company. Each Investor may, at its option, claim indemnity under this Section 5.2 as soon as a claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as counsel for such Investor shall in good faith determine that such claim is not frivolous and that such Investor may be liable or otherwise incur a Loss as a result thereof and shall give notice of such determination to the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b)Company. The Company Each Investor shall have permit the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assumeCompany, at the Company's option and expense, to assume the defense of any such actionclaim by counsel mutually and reasonably satisfactory to the Company and the Investors who are subject to such claim, suit and to settle or proceedingotherwise dispose of the same; providedPROVIDED, HOWEVER, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to each Investor may at all times participate in the such defense thereof, but the fees and expenses of such separate counsel shall be at such IndemniteeInvestor's expense unless (1) expense; and PROVIDED, FURTHER, that the Company shall have agreed not, in defense of any such claim, except with the prior written consent of each Investor subject to pay such fees claim, (i) consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to each Investor and expenses; its affiliates of a release of all liabilities in respect of such claims, or (2ii) consent to any settlement of such claim. If the Company shall have failed to does not promptly assume the defense of such actionclaim irrespective of whether such inability is due to the inability of the afore-described Investors and the Company to mutually agree as to the choice of counsel, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in if any such actioncounsel is unable to represent one or more of the Investors due to a conflict or potential conflict of interest, suit or proceeding; or (3) then an Investor may assume such Indemnitee defense and be entitled to indemnification and prompt reimbursement from the Company for such Investor's costs and expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expenses. Such fees and expenses shall have been advised by independent counsel in writing (with a copy be reimbursed to the Investors as soon as practicable after submission of invoices to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the AgentAdministrative Agent and the Joint Arrangers, including reasonable fees and disbursements of special counsel for the AgentAdministrative Agent (which in the absence of a conflict of interest shall be limited to one primary counsel for the Administrative Agent and the Joint Arrangers, collectively), in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event all out of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, Lender including (without duplication) the fees and disbursements of outside counsel, in connection with such Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromfrom any Event of Default. (b) The Company agrees to indemnify the Agent Administrative Agent, each Joint Arranger and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselcounsel (which, in the absence of a conflict of interest, shall be limited to one primary counsel for the Indemnitees, collectively), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or overtly threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) jurisdiction. Each Indemnitee agrees to notify the Company promptly of any proceeding in respect of which it will seek indemnification hereunder; provided, however, that the failure of any Indemnitee so to notify the Company shall not affect the rights of such Indemnitee hereunder; but provided, further, that the Company shall be liable entitled to assert by separate action against such Indemnitee any claim for any settlement entered into actual damages incurred by an the Company as a consequence of such failure by such Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give such notice. In the Company prompt written notice after it receives any notice of the commencement of event any action, suit or proceeding for which such is brought against any Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expenseany Person other than a Lender, the defense Administrative Agent or any of any such their respective affiliates (a “third party action”), suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1i) the Company shall have agreed be entitled, upon written notice to pay such fees and expenses; (2) the Company shall have failed Indemnitee, to assume the investigation and defense of such action, suit or proceeding or shall have failed to employ thereof with counsel reasonably satisfactory to such Indemnitee unless (x) the employment by such Indemnitee of separate counsel has been specifically approved by the Company in any such action, suit or proceeding; writing or (3y) the designated parties to the proceeding in which such claim, demand, action or cause of action has been asserted include (or are reasonably likely to include) both such Indemnitee shall have been advised by independent counsel in writing (with a copy to and any of the Company, or any Affiliate (each, a “designated related party”) that and in the opinion of counsel for such Indemnitee there may be exist one or more defenses that may be available to such Indemnitee which are in conflict with those available to the Company any designated related party, (in which case, if ii) such Indemnitee notifies the Company in writing that it elects shall be entitled to employ separate counsel at and to participate in the Company's expense, investigation and defense of any such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above) and (iii) the fees and expenses of any separate counsel employed by any Indemnitee in connection with any such third party action shall be obligated to assume borne by such Indemnitee except (x) under the expense, it being understood, however, circumstances contemplated by subclauses (x) and (y) of clause (i) above or (y) if such Indemnitee has reasonably concluded that the Company is failing actively and diligently to defend such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above). The Company shall not be liable for settle or compromise any action or claim without the fees relevant Indemnitee’s consent if the settlement or expenses of more than one separate firm of attorneyscompromise involves any performance by, which firm shall be designated in writing by or adverse admission of, such Indemnitee). To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, 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, any Loan Document or any agreement or instrument contemplated thereby, any Loan or the use of the proceeds thereof; provided that, nothing in this sentence shall relieve the Company of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. The obligations of the Company pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Expenses; Indemnification. (a) The Company Borrowers shall pay (i) all out-of-pocket expenses of the Agenteach Agent and each Arranger, including reasonable fees and disbursements of each special counsel for the AgentAgents, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder thereunder, any Tranche C Request with respect thereto or any amendment hereof thereof or any Default or alleged Default hereunder and thereunder, (ii) the reasonable fees and expenses of consultants and other experts retained by any Agent or the Required Lenders with the consent of the Borrowers (which consent shall not be unreasonably withheld); provided that, if such consultants or other experts shall have been retained in connection with any Default under the Loan Documents, no such consent shall be required and (ii if an Event of Default occurs, all out-of-pocket expenses incurred by the each Agent and each BankLender, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Each Borrower agrees to indemnify the each Agent and each BankLender, their respective affiliates and the respective directors, officers, trustees, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselcounsel and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement the Loan Documents or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Servicer shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Servicer agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative acts or judicial proceeding omissions of the Servicer in connection with (whether a) any breach by the Servicer of any Facility Document (including a breach of any representation or not such Indemnitee shall be designated a party theretowarranty made by the Servicer under any Facility Document) brought or threatened relating to or arising out of this Agreement or (b) any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined of the Servicer; in each case, except to the extent any such Liability (x) is found 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 Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing or (y) constitutes credit recourse for the performance of the Collateral Loans. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Servicer, any of the Servicer’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party, and (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the Company subject matter of such proceeding. In no event shall not the Servicer be liable for special, punitive, indirect or consequential loss or damage of any settlement entered into by an Indemnitee without its consent kind whatsoever (which including but not limited to lost profits) even if the Servicer has been advised of the likelihood of such damages and regardless of the form of such action‎. This Section 14.06(b) shall not be unreasonably withheld)apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non‑Tax claim. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank (including any Issuing Bank), including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank (including any Issuing Bank), their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of any proceeds of any Loans or Letters of Credit hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or negligence, willful misconduct or material breach by such Indemnitee of any obligations hereunder, in each case as determined by a court of competent jurisdiction and (ii) the jurisdiction. The Company shall not be liable for any compromise or settlement entered into by an Indemnitee indemnified person without its consent, which consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days Promptly after the receipt by the indemnified person of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel its involvement in any investigative, administrative or judicial proceeding, such actionindemnified person shall, suit or proceeding and if a claim in respect thereof is to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) made against the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such actionunder this indemnification, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies notify the Company in writing that it elects of such involvement, unless prohibited by applicable law or regulations or if requested by any governmental agency or other regulatory authority (including any self-regulatory organization having, or claiming to employ separate counsel at the Company's expensehave jurisdiction), the Company shall be obligated but failure so to assume the expense, it being understood, however, that notify the Company shall not be liable for relieve the fees or expenses Company from any liability which it may otherwise have to the indemnified person under this indemnification except to the extent that the Company actually suffers prejudice as a result of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)failure.

Expenses; Indemnification. (a) The Company shall agrees to pay on the applicable Closing Date and save the Investors harmless against liability for (i) all the payment of any stamp or similar taxes (including interest and penalties, if any) that may be determined to be payable in respect of the execution and delivery of this Agreement, and the issue and sale of any Securities and the Underlying Securities, (ii) the expense of preparing and issuing the certificates for the Securities and the Underlying Securities, and (iii) the cost of delivering the Securities and the Underlying Securities of each Investor to such Investor’s address, insured in accordance with customary practice. Each Investor shall be responsible for its out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, arising in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromContemplated Transactions. (b) The Company hereby agrees and acknowledges that the Investors have been induced to enter into this Agreement and to exchange and purchase the Securities hereunder, in part, based upon the representations, warranties, agreements and covenants of the Company contained herein. The Company hereby agrees to pay, indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless the Investors and any director, officer, partner, member, employee or other affiliate of any Investor (each, an “Indemnified Party”) against all claims, losses and damages resulting from and against any and all liabilitieslegal or administrative proceedings, losses, damages, costs and expenses of any kind, including, including without limitation, the reasonable attorneys’ fees and disbursements of counsel, which may be expenses incurred by such Indemnitee in connection with any investigativetherewith (but in no event for more than one law firm, administrative or judicial proceeding selected by the Investor Majority, for all the Investors) (whether or not such Indemnitee shall be designated collectively, “Losses”), resulting from a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined breach by a court of competent jurisdiction and (ii) the Company shall not be liable for of any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld).representation or warranty of the Company contained herein or the failure of the Company to perform any agreement or covenant made herein; (c) Each Indemnitee agrees to give As soon as reasonably practicable after receipt by any Indemnified Party of notice of any Losses in respect of which the Company prompt (the “Indemnifying Party”) may be required to provide indemnification thereof under this Section 6.2, the Indemnified Party shall give written notice after it receives thereof to the Indemnifying Party. The Indemnified Party may, at its option, claim indemnity under this Section 6.2 as soon as a claim has been threatened by a third party, regardless of whether any actual Losses have been suffered, so long as counsel for such Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnifying Party may be required to provide indemnification therefor as a result thereof and shall give notice of such determination to the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b)Indemnifying Party. The Company Indemnified Party shall have permit the right, exercisable by giving written notice within fifteen Domestic Business Days after Indemnifying Party at the receipt of notice from such Indemnitee of such commencementIndemnifying Party’s option and expense, to assume, at the Company's expense, assume the defense of any such action, suit claim by counsel mutually and reasonably satisfactory to the Indemnifying Party and a majority in interest of the Indemnified Parties and to settle or proceedingotherwise dispose of the same; provided, however, that each Indemnified Party may at all times participate in such Indemnitee defense at such Indemnified Party’s expense; and provided further, however, that the Indemnifying Party shall have the right to employ separate counsel not, in defense of any such actionclaim, suit except with the prior written consent of the Indemnified Party, consent to the entry of any judgment or proceeding and settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to participate such Indemnified Party of a release of all liabilities in the defense thereof, but the fees and expenses respect of such separate counsel shall be at such Indemnitee's expense unless (1) claim. If the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to Indemnifying Party does not promptly assume the defense of such action, suit claim or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in if any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy is unable to the Company) that there may be represent one or more defenses available of the Indemnified Parties due to such Indemnitee which are in a conflict with those available of interest, then an Indemnified Party may assume, to the Company extent separable, the defense of such portion of the claim as to which the conflict arose (in which caseand, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expensenot separable, the Company shall entire claim) and be obligated entitled to assume indemnification and prompt reimbursement from the expenseIndemnifying Party for such Indemnified Party’s reasonable costs and expenses incurred in connection therewith, it being understoodincluding without limitation, however, that reasonable attorneys’ fees and expenses (not to exceed the Company shall not be liable for the fees or expenses cost of more than one separate law firm of attorneys, which firm for all Investors). Such fees and expenses shall be designated in writing by such Indemnitee)reimbursed to the Indemnified Parties as soon as practicable after submission of invoices to the Indemnifying Party.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation preparation, execution and administration delivery of this AgreementAgreement and the other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder hereunder, and (ii) if an any Event of Default occurs, all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and each BankLender, including reasonable fees and disbursements of counsel, in connection with any such Event of Default and in connection waivers, consents, amendments and modifications in connection therewith or related thereto or any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Administrative Agent, the Documentation Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any of the other Loan Documents or any actual or proposed use of proceeds of any of the Loans hereunder; provided PROVIDED, HOWEVER, that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction jurisdiction; and (ii) PROVIDED, FURTHER, that the Company Lenders, the Documentation Agent and the Administrative Agent shall not be liable for use reasonable efforts to avoid inappropriate duplication of expense in connection with any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding matter for which such Indemnitee may wish to claim indemnification pursuant to subsection they are indemnified by the Borrower under this PARAGRAPH (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all out-of-pocket expenses of the AgentAgents, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender Party, including the fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (including without limitation reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel), including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement any Loan Document or any actual or proposed use of any Commitments or any proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee's own gross negligence or willful misconduct or (ii) liabilities, losses, damages, costs and expenses arising out of a proceeding in which such Indemnitee and the Borrower are adverse parties and in which the Borrower prevails on the merits, in each case as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each or any Bank, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Company shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement, any Election to Participate or Election to Terminate or any Note. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the AgentAdministrative Agent and the Joint Arrangers, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent Administrative Agent, the Issuing Lender and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent Administrative Agent, the Issuing Lender, each Joint Arranger and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or overtly threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) jurisdiction. Each Indemnitee agrees to notify the Company promptly of any proceeding in respect of which it will seek indemnification hereunder; provided, however, that the failure of any Indemnitee so to notify the Company shall not affect the rights of such Indemnitee hereunder; but provided, further, that the Company shall be liable entitled to assert by separate action against such Indemnitee any claim for any settlement entered into actual damages incurred by an the Company as a consequence of such failure by such Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give such notice. In the Company prompt written notice after it receives any notice of the commencement of event any action, suit or proceeding for which such is brought against any Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expenseany Person other than a Lender, the defense Administrative Agent, the Issuing Lender or any of any such their respective affiliates (a “third party action”), suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1i) the Company shall have agreed be entitled, upon written notice to pay such fees and expenses; (2) the Company shall have failed Indemnitee, to assume the investigation and defense of such action, suit or proceeding or shall have failed to employ thereof with counsel reasonably satisfactory to such Indemnitee unless (x) the employment by such Indemnitee of separate counsel has been specifically approved by the Company in any such action, suit or proceeding; writing or (3y) the designated parties to the proceeding in which such claim, demand, action or cause of action has been asserted include (or are reasonably likely to include) both such Indemnitee shall have been advised by independent and any of the Obligor, or any Affiliate (each, a “designated related party”) and in the opinion of counsel in writing (with a copy to the Company) that for such Indemnitee there may be exist one or more defenses that may be available to such Indemnitee which are in conflict with those available to the Company any designated related party, (in which case, if ii) such Indemnitee notifies the Company in writing that it elects shall be entitled to employ separate counsel at and to participate in the Company's expense, investigation and defense of any such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above) and (iii) the fees and expenses of any separate counsel employed by any Indemnitee in connection with any such third party action shall be obligated to assume borne by such Indemnitee except (x) under the expense, it being understood, however, circumstances contemplated by subclauses (x) and (y) of clause (i) above or (y) if such Indemnitee has reasonably concluded that the Company is failing actively and diligently to defend such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above). The Company shall not be liable for settle or compromise any action or claim without the fees relevant Indemnitee’s consent if the settlement or expenses of more than one separate firm of attorneyscompromise involves any performance by, which firm shall be designated in writing by or adverse admission of, such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agent, including reasonable and documented fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by the Agent and each Bank, including reasonable and documented fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents agents, attorneys and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunderhereunder (the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) no Indemnitee shall are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) relate to any claim not involving an act or omission of the Borrower or any of its subsidiaries or affiliates brought by an Indemnitee against another Indemnitee (other than against the Agent in its capacity as such), and (ii) the Company further provided that no Indemnitee shall not be indemnified for any U.S. federal withholding taxes imposed under FATCA. No Indemnitee shall be liable for any settlement entered into damages arising from the use by an others of information or other materials obtained through internet, Posting Website or other similarly available electronic media in connection with the electronic posting of financial statements, certificates, reports or other information to a Posting Website as provided for in Section 9.01 hereof unless such Indemnitee without its consent (which shall not be unreasonably withheld)has engaged in gross negligence or willful misconduct. (c) Each Indemnitee agrees To the fullest extent permitted by applicable lawLaw, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to give direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Company prompt written notice after it receives transactions contemplated hereby or thereby, any notice Loan or the use of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense proceeds thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Servicer shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Servicer agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative acts or judicial proceeding omissions of the Servicer in connection with (whether a) any breach by the Servicer of any Facility Document (including a breach of any representation or not such Indemnitee shall be designated a party theretowarranty made by the Servicer under any Facility Document) brought or threatened relating to or arising out of this Agreement or (b) any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined of the Servicer; in each case, except to the extent any such Liability (x) is found 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 Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing or (y) constitutes credit recourse for the performance of the Collateral Loans. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Servicer, any of the Servicer’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party, and (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the Company subject matter of such proceeding. In no event shall not the Servicer be liable for special, punitive, indirect or consequential loss or damage of any settlement entered into by an Indemnitee without its consent kind whatsoever (which shall including but not be unreasonably withheld). (climited to lost profits) Each Indemnitee agrees to give even if the Company prompt written notice after it receives any notice Servicer has been advised of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee likelihood of such commencement, to assume, at damages and regardless of the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense form of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3. This Section 14.06(b) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more apply with respect to Taxes other than one separate firm of attorneysany Taxes that represent losses, which firm shall be designated in writing by such Indemnitee)claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the AgentAdministrative Agent and the Joint Arrangers, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent Administrative Agent, the Issuing Lender and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent Administrative Agent, the Issuing Lender, each Joint Arranger and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or overtly threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) jurisdiction. Each Indemnitee agrees to notify the Company promptly of any proceeding in respect of which it will seek indemnification hereunder; provided, however, that the failure of any Indemnitee so to notify the Company shall not affect the rights of such Indemnitee hereunder; but provided, further, that the Company shall be liable entitled to assert by separate action against such Indemnitee any claim for any settlement entered into actual damages incurred by an the Company as a consequence of such failure by such Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give such notice. In the Company prompt written notice after it receives any notice of the commencement of event any action, suit or proceeding for which such is brought against any Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expenseany Person other than a Lender, the defense Administrative Agent, the Issuing Lender or any of any such actiontheir respective affiliates (a "THIRD PARTY ACTION"), suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1i) the Company shall have agreed be entitled, upon written notice to pay such fees and expenses; (2) the Company shall have failed Indemnitee, to assume the investigation and defense of such action, suit or proceeding or shall have failed to employ thereof with counsel reasonably satisfactory to such Indemnitee unless (x) the employment by such Indemnitee of separate counsel has been specifically approved by the Company in any such action, suit or proceeding; writing or (3y) the designated parties to the proceeding in which such claim, demand, action or cause of action has been asserted include (or are reasonably likely to include) both such Indemnitee shall have been advised by independent and any of the Obligor, or any Affiliate (each, a "DESIGNATED RELATED PARTY") and in the opinion of counsel in writing (with a copy to the Company) that for such Indemnitee there may be exist one or more defenses that may be available to such Indemnitee which are in conflict with those available to the Company any designated related party, (in which case, if ii) such Indemnitee notifies the Company in writing that it elects shall be entitled to employ separate counsel at and to participate in the Company's expense, investigation and defense of any such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above) and (iii) the fees and expenses of any separate counsel employed by any Indemnitee in connection with any such third party action shall be obligated to assume borne by such Indemnitee except (x) under the expense, it being understood, however, circumstances contemplated by subclauses (x) and (y) of clause (i) above or (y) if such Indemnitee has reasonably concluded that the Company is failing actively and diligently to defend such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above). The Company shall not be liable for settle or compromise any action or claim without the fees relevant Indemnitee's consent if the settlement or expenses of more than one separate firm of attorneyscompromise involves any performance by, which firm shall be designated in writing by or adverse admission of, such Indemnitee).

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have acts or omissions of the right to be indemnified hereunder for such Indemnitee's own Collateral Manager constituting bad faith, gross negligence or willful misconduct as determined on the part of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), (ii) breach of any representation or warranty under this Agreement, any other Facility Document or any Related Document by the Collateral Manager or (iii) failure by the Collateral Manager to comply with any term, provision or covenant contained in this Agreement, any other Facility Document or any Related Document; except (A) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction and to have resulted from (i) with respect to any Bank Party, the gross negligence or willful misconduct of such Indemnified Party or (ii) with respect to any other Indemnified Party, the Company gross negligence, bad faith or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing or (B) to the extent that any such Liability results from the performance of the Collateral Assets. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not be liable for such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actionpending or threatened proceeding in respect of which any Indemnified Party is a party (or, suit in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or proceeding for which such Indemnitee may wish admission of, fault, culpability or a failure to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable act by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense or on behalf of any such actionIndemnified Party, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses (ii) includes an unconditional release of such separate counsel shall be at such Indemnitee's expense unless (1) Indemnified Party from all liability on claims that are the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense subject matter of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3. This Section 14.06(b) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more apply with respect to Taxes other than one separate firm of attorneysany Taxes that represent losses, which firm shall be designated in writing by such Indemnitee)claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Company shall pay If (i) all out-of-pocket expenses any sale (or any prerequisite to a sale), action or proceeding shall be commenced by Beneficiary or Trustee (including but not limited to any sale of the AgentTrust Property, including fees and disbursements or any action to foreclose this Deed of special counsel for Trust or to collect the AgentIndebtedness), 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 preparation and administration rights granted by this Deed of this AgreementTrust (including, without limitation, any waiver proceeding or consent hereunder other action relating to the bankruptcy, insolvency or reorganization of any amendment hereof obligor with respect to any Guarantee Obligation), or in which Beneficiary or Trustee is served with any Default legal process, discovery notice or alleged Default hereunder subpoena and (ii) if an Event in each of Default occursthe foregoing instances such action or proceeding in any manner relates to or arises out of this Deed of Trust or Beneficiary's lending to Grantor or acceptance of a guaranty from any guarantor of the Indebtedness or of any of the Obligations or any of the transactions contemplated by this Deed of Trust, then Grantor will immediately reimburse or pay to Beneficiary and Trustee all out-of-pocket of the expenses which have been or may be incurred by Beneficiary and Trustee, respectively, with respect to the Agent and each Bank, foregoing (including reasonable counsel fees and disbursements), together with interest thereon at the Default Rate, and any such sum and the interest thereon shall be included in the Indebtedness and have the full benefit of this Deed of Trust, prior to any right, or title to, interest in or claim upon the 179 25 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 Indebtedness, the provisions of law respecting the recovering of costs, disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromallowances shall prevail unaffected by this covenant. (bii) The Company agrees to Grantor shall indemnify the Agent and hold harmless each of Beneficiary and Trustee and each Bank, of their respective affiliates affiliates, and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") of Beneficiary and hold Trustee and each Indemnitee harmless of their respective affiliates from and against any and all liabilities, lossesclaims, damages, costs losses and expenses liabilities (including, without limitation, reasonable attorneys' fees and expenses) arising out of or based upon any kindmatter related to this Deed of Trust, the Trust Property or the occupancy, ownership, maintenance or management of the Trust Property by Grantor, including, without limitation, any claims based on the reasonable fees and disbursements alleged acts or omissions of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative employee or judicial proceeding (whether or not such Indemnitee agent of Grantor. This indemnification shall be designated a party thereto) brought in addition to any other liability which Grantor may otherwise have to Beneficiary or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)Trustee. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of one special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent Administrative Agent, the Lead Arranger and each BankLender, their respective affiliates and the respective directors, officers, agents and employees and other representatives of each of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, claims, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or Agreement, any actual or proposed use of proceeds of Loans hereunder or the transactions contemplated hereunder, regardless of whether any Indemnitee is a party thereto, and to reimburse each Indemnitee upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence negligence, bad faith or willful misconduct misconduct, in each case as determined by a court of competent jurisdiction in a final and (ii) non-appealable judgment and provided further that each Indemnitee shall be obligated to refund or return any and all amounts paid by the Company shall not be liable Borrower pursuant to this Section 9.03 to such Indemnitee for any settlement entered into by an liabilities, losses, claims, damages, costs and expenses to the extent such Indemnitee without its consent (which shall is not be unreasonably withheld)entitled to payment thereof in accordance with the terms hereof. (c) Each Indemnitee agrees to give This Section 9.03 shall survive any termination of this Agreement, the Company prompt written notice after it receives any notice termination or assignment of the commencement Commitments and the repayment of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection all outstanding Loans. (b). The Company shall have d) To the right, exercisable fullest extent permitted by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expenseapplicable law, the defense Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any such action, suit agreement or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expenseinstrument contemplated hereby, the Company shall be obligated to assume transactions contemplated hereby or thereby, any Loan or the expense, it being understood, however, that use of the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)proceeds thereof.

Expenses; Indemnification. (a) The Company shall pay (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special United States counsel for the AgentIssuing Bank and the Agents and any special Bermuda counsel to the Administrative Agent or the Custodian, reasonably incurred in connection with the preparation and administration of this AgreementAgreement and the other Financing Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Administrative Agent and each Bank (including the Issuing Bank), their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be reasonably incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement the Financing Documents or any actual or proposed use of proceeds of Loans hereunderany draft drawn under any Letter of Credit; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written 57 notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall agrees to pay on the Closing Date and save the Investor harmless against liability for (i) all the payment of any stamp or similar taxes (including interest and penalties, if any) that may be determined to be payable in respect of the execution and delivery of this Agreement, and the issue and sale of any Preferred Shares and the Underlying Securities, (ii) the expense of preparing and issuing the certificates for the Preferred Shares and the Underlying Securities, and (iii) the cost of delivering the Preferred Shares and the Underlying Securities of the Investor to such Investor’s address, insured in accordance with customary practice. The Investor shall be responsible for its out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, arising in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromContemplated Transactions. (b) The Company hereby agrees and acknowledges that the Investor has been induced to enter into this Agreement and to purchase the Preferred Shares hereunder, in part, based upon the representations, warranties, agreements and covenants of the Company contained herein. The Company hereby agrees to pay, indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless the Investor (an “Indemnified Party”) against all claims, losses and damages resulting from and against any and all liabilitieslegal or administrative proceedings, losses, damages, costs and expenses of any kind, including, including without limitation, the reasonable attorneys’ fees and disbursements of counsel, which may be expenses incurred by such Indemnitee in connection with any investigativetherewith (collectively, administrative or judicial proceeding (whether or not such Indemnitee shall be designated “Losses”), resulting from a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined breach by a court of competent jurisdiction and (ii) the Company shall not be liable for of any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld).representation or warranty of the Company contained herein or the failure of the Company to perform any agreement or covenant made herein; (c) Each Indemnitee agrees to give As soon as reasonably practicable after receipt by any Indemnified Party of notice of any Losses in respect of which the Company prompt (the “Indemnifying Party”) may be required to provide indemnification thereof under this Section 6.2, the Indemnified Party shall give written notice after it receives thereof to the Indemnifying Party. The Indemnified Party may, at its option, claim indemnity under this Section 6.2 as soon as a claim has been threatened by a third party, regardless of whether any actual Losses have been suffered, so long as counsel for such Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnifying Party may be required to provide indemnification therefor as a result thereof and shall give notice of such determination to the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b)Indemnifying Party. The Company Indemnified Party shall have permit the right, exercisable by giving written notice within fifteen Domestic Business Days after Indemnifying Party at the receipt of notice from such Indemnitee of such commencementIndemnifying Party’s option and expense, to assume, at the Company's expense, assume the defense of any such action, suit claim by counsel mutually and reasonably satisfactory to the Indemnifying Party and a majority in interest of the Indemnified Parties and to settle or proceedingotherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such Indemnitee defense at such Indemnified Party’s expense; and provided further, however, that the Indemnifying Party shall have the right to employ separate counsel not, in defense of any such actionclaim, suit except with the prior written consent of the Indemnified Party, consent to the entry of any judgment or proceeding and settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to participate such Indemnified Party of a release of all liabilities in the defense thereof, but the fees and expenses respect of such separate counsel shall be at such Indemnitee's expense unless (1) claim. If the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to Indemnifying Party does not promptly assume the defense of such action, suit claim or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in if any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy is unable to the Company) that there may be represent one or more defenses available of the Indemnified Parties due to such Indemnitee which are in a conflict with those available of interest, then an Indemnified Party may assume, to the Company extent separable, the defense of such portion of the claim as to which the conflict arose (in which caseand, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expensenot separable, the Company entire claim) and be entitled to indemnification and prompt reimbursement from the Indemnifying Party for such Indemnified Party’s reasonable costs and expenses incurred in connection therewith, including without limitation, reasonable attorneys’ fees and expenses. Such fees and expenses shall be obligated reimbursed to assume the expense, it being understood, however, that Indemnified Parties as soon as practicable after submission of invoices to the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)Indemnifying Party.

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable documented out-of-pocket costs and expenses of the Agent, including fees Agent and disbursements of special counsel for the Agent, Arranger incurred in connection with the preparation and administration syndication of this AgreementAgreement or the preparation of the Financing Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket costs and expenses incurred by the Agent and each or incurred by any Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent Agent, each Co-Agent, the Arranger and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") Bank and hold the Agent, each Indemnitee Co-Agent, the Arranger and each Bank harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, kind (including, without limitation, the reasonable fees and disbursements of counselcounsel for the Agent, which may be incurred by such Indemnitee any Co-Agent, the Arranger or any Bank in connection with any investigative, administrative or judicial proceeding (proceedings, whether or not the Agent, such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld).Co-Agent, the (c) Each Indemnitee agrees Within a reasonable period of time after any Person entitled to give the Company prompt written notice after it indemnification under Section 9.03(b) (an "Indemnified Person") receives any actual notice of the assertion of any claim or the commencement of any action, suit or proceeding for any threatened claim or action, covered by Section 9.03(b), such Indemnified Person shall, if indemnification with respect thereof is to be sought from the Company under Section 9.03(b), notify the Company in writing of such claim or action; provided that the failure to so notify the Company shall not relieve the Company from any liability which the Company may have to the Indemnified Person under Section 9.03(b) unless the obligations of the Company under Section 9.03(b) have been significantly increased as a result of such Indemnitee may wish to claim indemnification pursuant to subsection (b)failure. The Company and such Indemnified Person shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, cooperate in the defense of any such action, suit claim or proceeding; provided, that action and shall take those actions reasonably within their power to take which are necessary to preserve any legal defenses to such Indemnitee shall have the right to employ separate counsel in matters. If any such actionclaim or action shall be brought or threatened against an Indemnified Person, suit or proceeding and so long as no Event of Default exists, the Company shall be entitled to participate in the defense thereof, but and, with the fees and expenses consent of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed Indemnified Person, to assume the defense of such action, suit or proceeding or shall have failed to employ thereof with counsel reasonably satisfactory to such Indemnitee the Indemnified Person. Notwithstanding any provision hereof to the contrary, no consent order or settlement shall be entered into in any such action, suit claim or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to action unless both the Company (in which case, if and such Indemnitee notifies the Company in writing Indemnified Person have given their prior written consent thereto; provided that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that such consent of the Company shall not be liable for required if any Event of Default exists. (d) All obligations of the fees Company to indemnify or expenses otherwise to make payments to the Agent, any Co-Agent, the Arranger or any Bank provided in this Agreement shall survive any termination of more than one separate firm the Commitments and the repayment of attorneys, which firm shall be designated in writing by such Indemnitee)the Loans.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the AgentAgents, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each BankLender Party, including (without duplication) the reasonable fees and disbursements of outside counsel and the reasonable allocated cost of inside counsel, in connection with such Event of Default and any collection, bankruptcy, insolvency and insolvency, reorganization or other enforcement proceedings resulting therefrom; provided that each Lender Party shall use reasonable efforts to avoid inappropriate duplication of expense in connection with any matter for which the Borrower is responsible under this Section 9.03(a). (b) The Company Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) jurisdiction; provided further that each Lender Party shall use reasonable efforts to avoid inappropriate duplication of expense in connection with any matter for which the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheldBorrower is responsible under this Section 9.03(b). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the AgentBank, including reasonable fees and disbursements of special counsel for the AgentBank, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred incurs by the Agent and each Bank, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their its respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of the Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company Borrower shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company Borrower prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection subparagraph (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).The

Expenses; Indemnification. (a) The Company shall pay (i) all reimburse the Collateral Agent and each Bank for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys, which attorneys may be employees of the AgentCollateral Agent or such Bank, including fees and disbursements of special counsel for as applicable) paid or incurred by the AgentCollateral Agent or such Bank, as applicable, in connection with the collection, liquidation and enforcement of the Loan Documents and/or the Collateral. The Company further agrees to indemnify the Collateral Agent, each Bank and their respective directors, officers and employees (each an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation and administration therefor) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any waiver Loan hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”), excluding, however, in all of the foregoing instances, Indemnified Amounts arising from the gross negligence or consent hereunder willful misconduct on the part of the Indemnified Party seeking indemnification and Indemnified Amounts consisting of taxes imposed on or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred measured by the Agent and each Bank, including fees and disbursements overall net income of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromthe Indemnified Party seeking indemnification. (b) The Company agrees to indemnify If, after the Agent and each Bankdate hereof, their respective affiliates and the respective directorsany law or any governmental rule, officersregulation, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilitiespolicy, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative guideline or judicial proceeding directive (whether or not having the force of law) is adopted, or there is any change in the interpretation thereof, or the compliance of any Bank with such, which, in any case, affects the amount of capital required or expected to be maintained by such Indemnitee shall be designated a party thereto) brought Bank or threatened relating to any corporation controlling such Bank, and such Bank reasonably determines the amount of capital required is increased by or arising out based upon the existence of this Agreement or any actual or proposed use its Commitment hereunder and such increased capital results in increased costs to such Bank, then, such Bank shall notify the Company of proceeds such fact and shall provide a reasonably detailed description of such increased costs in the notice (“Increased Cost Notice”), together with documentation from the relevant regulatory body setting forth such increased capital requirement, and within 15 days of the Company’s receipt of such Increased Cost Notice, the Company shall, in its sole discretion, determine whether to terminate such Bank’s Commitment and obligation to make Loans hereunder; , or to attempt to negotiate with such Bank a revised commitment fee (which revision shall not constitute an amendment to Section 2.8 hereof for the purposes of Section 9.2) and any other reimbursements provided for hereunder which reflect such Bank’s increased costs. In the event that (i) no Indemnitee shall have the right Company determines to be indemnified hereunder for terminate such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction Bank’s Commitment and (ii) obligation to make Loans hereunder, the Company shall not send written notice to such Bank within 15 days of the Company’s receipt of the Increased Cost Notice specifying a date at least 30 days thereafter on which such Bank’s Commitment and obligation to make Loans hereunder shall be liable for any settlement entered into terminated. In the event that the Company determines to attempt to negotiate with such Bank a revised commitment fee and other reimbursements, and the Company and such Bank are unable to agree, within 30 days of the date of the Increased Cost Notice, upon such revised fees and other reimbursements, such Bank may send written notice to the Company, or the Company may send written notice to such Bank specifying a date at least 30 days thereafter on which the Bank’s Commitment and obligation to make Loans hereunder shall be terminated. Any payment required to be made by the Company under this Section 11.9(b) shall be deemed an Indemnitee without its consent (which shall not Obligation and be unreasonably withheld)secured by the Collateral. (c) Each Indemnitee agrees At least 45 days prior to give the proposed consummation date of any merger or consolidation of the Company prompt with or into any other Person in which the Company CHICAGO MERCANTILE EXCHANGE INC. 2004 CREDIT AGREEMENT shall not be the surviving entity (such transaction, a “Restructuring”), the Company will give written notice after it receives any thereof to each Bank (a “Restructuring Notice”), which notice shall set forth the material terms and conditions of such Restructuring, including the identity of the commencement surviving entity of such Restructuring (the “Survivor”). Upon receipt of a Restructuring Notice, a Bank may elect, in its sole discretion, to terminate its Commitment hereunder by notifying the Company thereof, which may be by telephone (a “Termination Notice”) within 15 days of such Bank’s receipt of the Restructuring Notice, which termination shall become effective no sooner than 30 days after the Company’s receipt of the Termination Notice. Any Bank that fails to deliver a Termination Notice within 15 days after its receipt of a Restructuring Notice shall be deemed to have elected to terminate its Commitment. (d) The effective date of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification termination of a Bank’s Commitment hereunder pursuant to subsection (b)) or (c) above is referred to herein as such Bank’s “Accelerated Termination Date”. The Company Any such termination shall have not accelerate the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense maturity of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory Loans outstanding to such Indemnitee in any such action, suit or proceedingBank; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available commitment fees to such Indemnitee which are in conflict with those available Bank shall cease to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, accrue as of its Accelerated Termination Date; and the Company shall be obligated responsible for any and all Obligations and accrued and unpaid costs (including increased costs), fees and expenses incurred with respect to assume the expense, it being understood, however, that such Bank prior to its Accelerated Termination Date. The obligations of the Company under this Section 11.9 shall not be liable for survive the fees or expenses termination of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)this Agreement.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all out-of-pocket expenses of the AgentAgents, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender Party, including the fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (including without limitation reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel), including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement any Loan Document or any actual or proposed use of any Commitments or any proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee's own gross negligence or willful misconduct or (ii) liabilities, losses, damages, costs and expenses arising out of a proceeding in which such Indemnitee and the Borrower are adverse parties and in which the Borrower prevails on the merits, in each case as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the AgentAgents, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each BankLender Party, including (without duplication) the reasonable fees and disbursements of outside counsel and the reasonable allocated cost of inside counsel, in connection with such Event of Default and any collection, bankruptcy, insolvency and insolvency, reorganization or other enforcement proceedings resulting therefrom; provided that each Lender Party shall use reasonable efforts to avoid inappropriate duplication of expense in connection with any matter for which the Borrower is responsible under this Section 9.03(a). (b) The Company Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) jurisdiction; provided further that each Lender Party shall use reasonable efforts to avoid inappropriate duplication of expense in connection with any matter for which the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheldBorrower is responsible under this Section 9.03(b). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Each Borrower shall pay (i) its Appropriate Share of all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of one special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to such Borrower hereunder and (ii) if an Event of Default with respect to such Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bankor any Lender, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Company Each Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates Lender (including each Issuing Lender) and the respective directors, officers, agents and employees Related Parties of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, penalties, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselone counsel for all Indemnitees taken as a whole and, in the case of any actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole, which may be incurred by such Indemnitee arising out of or in connection with any investigativeclaim, administrative litigation, investigation or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement Agreement, or any actual or proposed use of proceeds of Loans hereunderor Letters of Credit hereunder (including any refusal by an Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), in each case to the extent of such Borrower’s Appropriate Share; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees To the fullest extent permitted by applicable law, each Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to give direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, or any agreement or instrument contemplated hereby, the Company prompt written notice after it receives transactions contemplated hereby or thereby, any notice Loan or Letter of Credit, or the use of the commencement of any action, suit or proceeding for which such proceeds thereof. No Indemnitee may wish referred to claim indemnification pursuant to subsection in paragraph (b). The Company ) above shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for any damages arising from the fees use by unintended recipients of any information or expenses of more than one separate firm of attorneysother materials distributed by it through telecommunications, which firm shall be designated electronic or other information transmission systems in writing by such Indemnitee)connection with this Agreement or the transactions contemplated hereby or thereby.

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of any proceeds of any Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or negligence, willful misconduct or material breach by such Indemnitee of any obligations hereunder, in each case as determined by a court of competent jurisdiction and (ii) the jurisdiction. The Company shall not be liable for any compromise or settlement entered into by an Indemnitee indemnified person without its consent, which consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days Promptly after the receipt by the indemnified person of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel its involvement in any investigative, administrative or judicial proceeding, such actionindemnified person shall, suit or proceeding and if a claim in respect thereof is to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) made against the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such actionunder this indemnification, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies notify the Company in writing that it elects of such involvement, unless prohibited by applicable law or regulations or if requested by any governmental agency or other regulatory authority (including any self-regulatory organization having, or claiming to employ separate counsel at the Company's expensehave jurisdiction), the Company shall be obligated but failure so to assume the expense, it being understood, however, that notify the Company shall not be liable for relieve the fees or expenses Company from any liability which it may otherwise have to the indemnified person under this indemnification except to the extent that the Company actually suffers prejudice as a result of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)failure.

Expenses; Indemnification. (a) The Company Grantor shall pay (i) or reimburse Trustee and Beneficiary for all outexpenses incurred by Trustee or Beneficiary before and after the date of this Deed Of Trust with respect to any and all transactions contemplated by this Deed Of Trust including without limitation, the 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 expenses of the Agent, including fees and disbursements of special counsel for the Agent, disturbance agreement or similar document in connection with this Deed Of Trust or the preparation enforcement of any of Trustee's or Beneficiary's rights hereunder. Such expenses shall include, without limitation, all title and administration 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, surveyors', photographers', appraisers', architects', engineers', consulting professionals', accountants' and attorneys' fees and disbursements. All such expenses and other amounts together with interest (to the fullest extent permitted by law) at the rate then borne by the Securities shall be a Lien on the Trust Property, prior to any right or title to, interest in or claim upon the Trust Property attaching or accruing subsequent to the Lien of this AgreementDeed Of Trust, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket shall be deemed to be secured by this Deed Of Trust. Grantor acknowledges that from time to time Grantor may receive statements for such expenses incurred by the Agent and each Bankinterest, including without limitation attorneys' fees and disbursements of counsel, in connection with disbursements. Grantor shall pay such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromstatements promptly upon receipt. (b) The Company agrees If (i) any action or proceeding shall be commenced by Trustee or Beneficiary (including but not limited to indemnify any action to foreclose this Deed Of Trust or exercise the Agent power of sale or to collect the Obligations), or any action or proceeding is commenced to which Trustee or Beneficiary is made a party, or in which it becomes necessary to defend or uphold the Lien of this Deed Of Trust (including, without limitation, any proceeding or other action relating to the bankruptcy, insolvency or reorganization of Grantor), or in which Trustee or Beneficiary is served with any legal process, discovery notice or subpoena and (ii) in each Bankof the foregoing instances such action or proceeding in any manner relates to or arises out of this Deed Of Trust or any of the Obligations or any of the transactions contemplated by this Deed Of Trust, their respective affiliates then Grantor will immediately reimburse or pay to Trustee or Beneficiary all of the expenses which have been or may be incurred by Trustee or Beneficiary with respect to the foregoing (including counsel fees and disbursements), together with interest (to the fullest extent permitted by law) at the rate then borne by the Securities, and any such sum and the interest thereon shall be a Lien on the Trust Property, prior to any right or title to, interest in or claim upon the Trust Property attaching or accruing subsequent to the Lien of this Deed Of Trust, and shall be deemed to be secured by this Deed Of Trust. In any action or proceeding to foreclose this Deed Of Trust or exercise the power of sale, or to recover or collect the 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 Beneficiary and Trustee, and their respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless affiliates from and against any and all liabilities, lossesclaims, damages, costs losses and liabilities and expenses (including, without limitation, attorneys' fees and expenses) arising out of or based upon any kindmatter related to this Deed Of Trust, the Trust Property or the occupancy, ownership, maintenance or management of the Trust Property by Grantor, including, without limitation, any claims based on the reasonable alleged acts or omissions of any employee or agent of Grantor. The amounts of such claims, damages, losses, liabilities and expenses (including, without limitation attorneys' fees and disbursements of counsel, which may be incurred expenses) together with interest (to the fullest extent permitted by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee law) at the rate then borne by the Securities shall be designated a party thereto) brought Lien on the Trust Property, prior to any right or threatened relating title to, interest in or claim upon the Trust Property attaching or accruing subsequent to or arising out the Lien of this Agreement or Deed Of Trust, and shall be deemed to be secured by this Deed Of Trust. This indemnification shall be in addition to any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee other liability which Grantor may otherwise have to Beneficiary and Trustee. Notwithstanding the foregoing provision, Grantor shall have no obligation to indemnify Beneficiary or Trustee for liabilities, claims or damages to the right to be indemnified hereunder for such Indemniteeextent resulting directly from Beneficiary's own or Trustee's or their respective agents' or employees' willful misconduct or gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice arising from acts, omissions or occurrences first occurring after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy title to the Company) that there may be one Trust Property is conveyed to Beneficiary through foreclosure or more defenses available to such Indemnitee which are delivery of a deed in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)lieu thereof.

Expenses; Indemnification. (a) The Company shall Upon demand, each Pledgor will pay (i) to the Agent the amount of any and all out-of-pocket expenses of the Agentexpenses, including the reasonable fees and disbursements of special its counsel for and of any experts, which the Agent, Agent may incur in connection with the preparation and administration of this AgreementPledge Agreement or any instrument relating hereto, the removal, custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any waiver of the Collateral, the exercise or consent hereunder or enforcement of any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the rights of the Agent and each Bankthe Secured Parties with respect to Collateral, including fees and disbursements the failure by such Pledgor to perform or observe any of counsel, the provisions hereof or the advancement of any funds in connection with such Event actions taken pursuant to this Agreement. Without limitation of Default Section 12.9 of the Credit Agreement or any other indemnification provision in any Loan Document, each Pledgor hereby jointly and collection, bankruptcy, insolvency severally covenants and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bankpay, their respective affiliates and the respective directorsindemnify, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee the Secured Parties harmless from and against any and all out-of-pocket liabilities, lossescosts, damages, costs and expenses or disbursements of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee kind or nature whatsoever arising in connection with any investigativeclaim or litigation by any Person resulting from the execution, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out delivery, enforcement, performance and administration of this Agreement or the Loan Documents, or the transactions contemplated hereby or thereby, or in any actual respect relating to the Collateral or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification transaction pursuant to subsection which the Pledgor has incurred any obligation (b). The Company shall have all the rightforegoing, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expensecollectively, the defense of any such action, suit or proceeding"indemnified liabilities"); provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company Pledgor shall not be liable for have no obligation hereunder with respect to indemnified liabilities resulting from the fees willful misconduct or expenses gross negligence of more than one separate firm the Agent or any Lender. The agreements in this subsection shall survive repayment of attorneys, which firm shall be designated in writing by such Indemnitee)all Secured Obligations or termination or expiration of this Agreement.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all out-of-pocket expenses of reimburse the Agent, including fees Administrative Agent and disbursements of special counsel each Lender on demand for the Agentits expenses, in connection with the preparation and administration of this AgreementAgreement and the other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if thereof. If an Event of Default occurs, the Borrower shall pay all out-of-pocket expenses incurred by the Administrative Agent and or each BankLender, including (without duplication) the reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Each of the Borrower and the Parent Guarantors agrees to indemnify the Administrative Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each each, an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, claims, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined finally determined, not subject to appeal, by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice jurisdiction. The obligations of the commencement Borrower and each Parent Guarantor shall survive the termination of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have this Agreement and the right, exercisable by giving written notice within fifteen Domestic Business Days after payment of the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)Loans.

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of any proceeds of any Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or negligence, willful misconduct or material breach by such Indemnitee of any obligations hereunder, in each case as determined by a court of competent jurisdiction and (ii) the jurisdiction. The Company shall not be liable for any compromise or settlement entered into by an Indemnitee indemnified person without its consent, which consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days Promptly after the receipt by the indemnified person of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel its involvement in any investigative, administrative or judicial proceeding, such actionindemnified person shall, suit or proceeding and if a claim in respect thereof is to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) made against the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such actionunder this indemnification, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies notify the Company in writing that it elects of such involvement, unless prohibited by applicable law or regulations or if requested by any governmental agency or other regulatory authority (including any self-regulatory organization having, or claiming to employ separate counsel at the Company's expensehave jurisdiction), the Company shall be obligated but failure so to assume the expense, it being understood, however, that notify the Company shall not be liable for relieve the fees or expenses Company from any liability which it may otherwise have to the indemnified person under this indemnification except to the extent that the Company actually suffers prejudice as a result of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)failure.

Expenses; Indemnification. (a) The Company shall pay (i) all reimburse each Agent and each Bank for any reasonable costs, internal charges and out-of-pocket expenses of the Agent, (including reasonable attorneys’ fees and disbursements time charges of special counsel for the Agentattorneys, which attorneys may be employees of such Agent or such Bank, as applicable) paid or incurred by such Agent or such Bank, as applicable, in connection with the collection, liquidation and enforcement of the Loan Documents and/or the Collateral. The Company further agrees to indemnify each Agent, each Bank and their respective directors, officers and employees (each an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation and administration therefor) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any waiver Loan hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”), excluding, however, in all of the foregoing instances, Indemnified Amounts arising from the gross negligence or consent hereunder willful misconduct on the part of the Indemnified Party seeking indemnification and Indemnified Amounts consisting of taxes imposed on or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred measured by the Agent and each Bank, including fees and disbursements overall net income of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromthe Indemnified Party seeking indemnification. (b) The Company agrees to indemnify If, after the Agent and each Bankdate hereof, their respective affiliates and the respective directorsany law or any governmental rule, officersregulation, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilitiespolicy, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative guideline or judicial proceeding directive (whether or not having the force of law) is adopted, or there is any change in the interpretation thereof, or the compliance of any Bank with such, which, in any case, affects the amount of capital required or expected to be maintained by such Indemnitee shall be designated a party thereto) brought Bank or threatened relating to any corporation controlling such Bank, and such Bank reasonably determines the amount of capital required is increased by or arising out based upon the existence of this Agreement or any actual or proposed use its Commitment hereunder and such increased capital results in increased costs to such Bank, then, such Bank shall notify the Company of proceeds such fact and shall provide a reasonably detailed description of such increased costs in the notice (“Increased Cost Notice”), together with documentation from the relevant regulatory body setting forth such increased capital requirement, and within 15 days of the Company’s receipt of such Increased Cost Notice, the Company shall, in its sole discretion, determine whether to terminate such Bank’s Commitment and obligation to make Loans hereunder; , or to attempt to negotiate with such Bank a revised commitment fee (which revision shall not constitute an amendment to Section 2.8 hereof for the purposes of Section 9.2) and any other reimbursements provided for hereunder which reflect such Bank’s increased costs. In the event that (i) no Indemnitee the Company determines to terminate such Bank’s Commitment and obligation to make Loans hereunder, the Company shall have send written notice to such Bank within 15 days of the right Company’s receipt of the Increased Cost Notice specifying a CHICAGO MERCANTILE EXCHANGE INC. 2008 CREDIT AGREEMENT date at least 30 days thereafter on which such Bank’s Commitment and obligation to make Loans hereunder shall be terminated. In the event that the Company determines to attempt to negotiate with such Bank a revised commitment fee and other reimbursements, and the Company and such Bank are unable to agree, within 30 days of the date of the Increased Cost Notice, upon such revised fees and other reimbursements, such Bank may send written notice to the Company, or the Company may send written notice to such Bank specifying a date at least 30 days thereafter on which the Bank’s Commitment and obligation to make Loans hereunder shall be terminated. Any payment required to be indemnified hereunder for such Indemnitee's own gross negligence made by the Company under this Section 11.9(b) shall be deemed an Obligation and be secured by the Collateral. (c) At least 45 days prior to the proposed consummation date of any merger or willful misconduct as determined by a court consolidation of competent jurisdiction and (ii) the Company with or into any other Person in which the Company shall not be liable for any settlement entered into the surviving entity (such transaction, a “Restructuring”), the Company will give written notice thereof to Administrative Agent (a “Restructuring Notice”), which notice shall set forth the material terms and conditions of such Restructuring, including the identity of the surviving entity of such Restructuring (the “Survivor”). Administrative Agent shall promptly provide a copy of the Restructuring Notice to each Bank. Upon receipt of a Restructuring Notice, a Bank may elect, in its sole discretion, to terminate its Commitment hereunder by an Indemnitee without notifying the Company and Administrative Agent thereof, which may be by telephone (a “Termination Notice”) within 15 days of such Bank’s receipt of the Restructuring Notice, which termination shall become effective no sooner than 30 days after the Company’s receipt of the Termination Notice. Any Bank that fails to deliver a Termination Notice within 15 days after its consent (which receipt of a Restructuring Notice shall not be unreasonably withheld)deemed to have elected to terminate its Commitment. (cd) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement The effective date of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification termination of a Bank’s Commitment hereunder pursuant to subsection (b)) or (c) above or pursuant to Section 2.12 is referred to herein as such Bank’s “Accelerated Termination Date”. The Company Any such termination shall have not accelerate the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense maturity of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory Loans outstanding to such Indemnitee in any such actionBank; subject to Section 2.11, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available commitment fees to such Indemnitee which are in conflict with those available Bank shall cease to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, accrue as of its Accelerated Termination Date; and the Company shall be obligated responsible for any and all Obligations and accrued and unpaid costs (including increased costs), fees and expenses incurred with respect to assume the expense, it being understood, however, that such Bank prior to its Accelerated Termination Date subject to Section 2.11. The obligations of the Company under this Section 11.9 shall not be liable for survive the fees or expenses termination of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)this Agreement.

Expenses; Indemnification. (a) The Company Borrower shall pay on demand (i) all reasonable out-of-pocket expenses of the AgentAgent and the Co-Agents (including, including without limitation, fees and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agent, Agent and the Co-Agents) in connection with the preparation and administration of this Agreementthe Financing Documents, any waiver waiver, consent or consent hereunder or amendment of any amendment hereof provision thereof, or any Default or alleged Default hereunder thereunder, and (ii) if an any Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each or any Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Company agrees to Borrower shall indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, kind (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such counsel for any Indemnitee in connection with any investigative, administrative or judicial proceeding (proceeding, whether or not such Indemnitee shall be designated a party thereto) brought or threatened which may be incurred by any Indemnitee relating to or arising out of this Agreement the Financing Documents or any actual or proposed use of the proceeds of the Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceedingjurisdiction; provided, provided further that such no Indemnitee shall have the right to employ separate counsel be indemnified hereunder in connection with any such action, suit or proceeding proceedings between it and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such another Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy which does not relate to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company Borrower. The Borrower shall not be liable to any Indemnitee for the fees or expenses cost of more than one separate firm any settlement entered into without the consent of attorneysthe Borrower, which firm shall such consent not to be designated in writing by such Indemnitee)unreasonably withheld.

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative acts or judicial proceeding omissions of the Collateral Manager in connection with (whether a) any breach by the Collateral Manager of any Facility Document (including a breach of any representation or not such Indemnitee shall be designated a party theretowarranty made by the Collateral Manager under any Facility Document) brought or threatened relating to or arising out of this Agreement or (b) any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined of the Collateral Manager; in each case, except to the extent any such Liability (x) is found 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 Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing, (y) results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Collateral Manager or (z) results from the performance of the Collateral Loans. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party, and (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the Company subject matter of such proceeding. In no event shall not the Collateral Manager be liable for special, punitive, indirect or consequential loss or damage of any settlement entered into by an Indemnitee without its consent kind whatsoever (which including but not limited to lost profits) even if the Collateral Manager has been advised of the likelihood of such damages and regardless of the form of such action; provided that the foregoing shall not be unreasonably withheld). (c) Each Indemnitee agrees to give limit the Company prompt written notice after it receives any notice indemnification obligations of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification Collateral Manager pursuant to subsection (b). The Company shall have this Section 14.06(b) to the rightextent such special, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencementpunitive, to assume, at the Company's expense, the defense of any such action, suit indirect or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel consequential loss or damages are included in any such actionthird party claim in connection with which the Indemnified Party is entitled to indemnification hereunder. This Section 14.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, suit or proceeding and to participate in claims, damages, etc. arising from any non-Tax claim. Each Indemnified Party hereby agrees that it will only make a claim under this Section 14.06 against the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless Collateral Manager following (1) realization in full of the Company shall have agreed to pay such fees Collateral, and expenses; (2) application of the Company shall have failed to assume proceeds thereof in accordance with the defense Priority of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)Payments.

Expenses; Indemnification. (a) The Company shall pay (i) all reimburse the Collateral Agent and each Bank for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys, which attorneys may be employees of the AgentCollateral Agent or such Bank, including fees and disbursements of special counsel for as applicable) paid or incurred by the AgentCollateral Agent or such Bank, as applicable, in connection with the collection, liquidation and enforcement of the Loan Documents and/or the Collateral. The Company further agrees to indemnify the Collateral Agent, each Bank and their respective directors, officers and employees (each an "INDEMNIFIED PARTY") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation and administration therefor) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any waiver Loan hereunder (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS"), excluding, however, in all of the foregoing instances, Indemnified Amounts arising from the gross negligence or consent hereunder willful misconduct on the part of the Indemnified Party seeking indemnification and Indemnified Amounts consisting of taxes imposed on or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred measured by the Agent and each Bank, including fees and disbursements overall net income of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromthe Indemnified Party seeking indemnification. (b) The Company agrees to indemnify If, after the Agent and each Bankdate hereof, their respective affiliates and the respective directorsany law or any governmental rule, officersregulation, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilitiespolicy, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative guideline or judicial proceeding directive (whether or not such Indemnitee shall having the force of law) is adopted, or there is any change in the interpretation thereof, or the compliance of any Bank with such, which, in any case, affects the amount of capital required or expected to be designated a party thereto) brought maintained by the Bank or threatened relating to any corporation controlling any Bank and any Bank reasonably determines the amount of capital required is increased by or arising out based upon the existence of this Agreement or any actual or proposed use its Commitment hereunder, then, the Bank shall notify the Company of proceeds such fact and shall provide a reasonably detailed description of such increased costs in the notice ("INCREASED COST NOTICE"), together with documentation from the relevant regulatory body setting forth such increased capital requirement, and within 15 days of the Company's receipt of such Increased Cost Notice, the Company shall, in its sole discretion, determine whether to terminate such Bank's Commitment and obligation to make Loans hereunder; , or to attempt to negotiate with such Bank a revised commitment fee (which revision shall not constitute an amendment to SECTION 2.8 hereof for the purposes of SECTION 9.2) and any other reimbursements provided for hereunder which reflect the Bank's increased costs. In the event that (i) no Indemnitee the Company determines to terminate such Bank's Commitment and obligation to make Loans hereunder, the Company shall have send written notice to the right Bank within 15 days of the Company's receipt of the Increased Cost Notice specifying a date at least 30 days thereafter on which the Bank's Commitment and obligation to make Loans hereunder shall be terminated. In the event that the Company determines to attempt to negotiate with such Bank a revised commitment fee and other reimbursements, and the Company and the Bank are unable to agree, within 30 days of the date of the Increased Cost Notice, upon such revised fees and other reimbursements, the Bank may send written notice to the Company, or the Company may send written notice to the Bank specifying a date at least 30 days thereafter on which the Bank's Commitment and obligation to make Loans hereunder shall be terminated. Any payment required to be indemnified hereunder for such Indemnitee's own gross negligence made by the Company under this SECTION 11.9(b) shall be deemed an Obligation and be secured by the Collateral. (c) At least 45 days prior to the proposed consummation date of any merger or willful misconduct as determined by a court consolidation of competent jurisdiction and (ii) the Company with or into any other Person in which the Company shall not be liable for any settlement entered into the surviving entity (such transaction, a "RESTRUCTURING"), the Company will give written notice thereof to each Bank (a "RESTRUCTURING NOTICE"), which notice shall set forth the material terms and conditions of such Restructuring, including the identity of the surviving entity of such Restructuring (the "SURVIVOR"). Upon receipt of a Restructuring Notice, a Bank may elect, in its sole discretion, to terminate its Commitment hereunder by an Indemnitee without notifying the Company thereof, which may be by telephone (a "TERMINATION NOTICE") within 15 days of such Bank's receipt of the Restructuring Notice, which termination shall become effective no sooner than 30 days after the Company's receipt of the Termination Notice. Any Bank that fails to deliver a Termination Notice within 15 days after its consent (which receipt of a Restructuring Notice shall not be unreasonably withheld)deemed to have elected to terminate its Commitment. (cd) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement The effective date of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification termination of a Bank's Commitment hereunder pursuant to subsection (b)) or (c) above is referred to herein as the "ACCELERATED TERMINATION DATE". The Company Any such termination shall have not accelerate the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense maturity of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory Loans outstanding to such Indemnitee in any such action, suit or proceedingBank; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available commitment fees to such Indemnitee which are in conflict with those available Bank shall cease to accrue as of the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, Accelerated Termination Date; and the Company shall be obligated responsible for any and all Obligations and accrued and unpaid costs (including increased costs), fees and expenses incurred with respect to assume such Bank prior to the expense, it being understood, however, that Accelerated Termination Date. The obligations of the Company under this SECTION 11.9 shall not be liable for survive the fees or expenses termination of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)this Agreement.

Expenses; Indemnification. (a) The Company shall pay If (i) all out-of-pocket expenses of any action or proceeding shall be commenced by Mortgagee (including but not limited to any action to foreclose this Mortgage, to enforce the AgentGuarantee and Collateral Agreement or to collect the Obligations), including fees and disbursements of special counsel for or any action or proceeding is commenced to which Mortgagee is made a party, or in which it becomes necessary to defend or uphold the Agent, in connection with the preparation and administration lien of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and Mortgage (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, any proceeding or other action relating to the reasonable fees bankruptcy, insolvency or reorganization of any obligor with respect to any Guarantee Obligation), or in which Mortgagee is served with any legal process, discovery notice or subpoena and disbursements (ii) in each of counselthe foregoing instances such action or proceeding in any manner relates to or arises out of this Mortgage or Mortgagee's lending to Borrower or acceptance of the Guarantee and 211 26 Collateral Agreement from Mortgagor of the Obligations or any of the transactions contemplated by this Mortgage, 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 disbursements), together with interest thereon at the Default Rate, and any such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee sum and the interest thereon shall be designated a party thereto) brought lien on the Mortgaged Property, prior to any right, or threatened relating title to, interest in or claim upon the Mortgaged Property attaching or accruing subsequent to or arising out the lien of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee Mortgage, and shall have the right be deemed to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined secured by a court of competent jurisdiction and (ii) the Company shall not be liable for this Mortgage. In any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit action or proceeding for which such Indemnitee may wish to claim indemnification pursuant foreclose this Mortgage, or to subsection (b). The Company shall have recover or collect the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expenseObligations, the defense provisions of any such actionlaw respecting the recovering of costs, suit or proceeding; provided, that such Indemnitee disbursements and allowances shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised prevail unaffected by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)this covenant.

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have acts or omissions of the right to be indemnified hereunder for such Indemnitee's own Collateral Manager constituting bad faith, gross negligence or willful misconduct as determined on the part of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), (ii) breach of any representation or warranty under this Agreement, any other Facility Document or any Related Document by the Collateral Manager or (iii) failure by the Collateral Manager to comply with any term, provision or covenant contained in this Agreement, any other Facility Document or any Related Document; except to the extent (i) any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing, (ii) resulting from the Company performance of the Collateral Loans (including without limitation any change in the market value of such Collateral Loan) or (iii) any loss in value of any Eligible Investment. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not be liable for such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actionpending or threatened proceeding in respect of which any Indemnified Party is a party (or, suit in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or proceeding for which such Indemnitee may wish admission of, fault, culpability or a failure to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable act by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense or on behalf of any such actionIndemnified Party, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses (ii) includes an unconditional release of such separate counsel shall be at such Indemnitee's expense unless (1) Indemnified Party from all liability on claims that are the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense subject matter of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3. This Section 14.06(b) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more apply with respect to Taxes other than one separate firm of attorneysany Taxes that represent losses, which firm shall be designated in writing by such Indemnitee)claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Company shall pay (iExcept as provided in Section 6.1(d) and Article X, all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, incurred in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred Agreement shall be paid by the Agent and each Bank, including fees and disbursements of counsel, in connection with party incurring such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromexpenses. (b) The Company agrees to indemnify the Agent and each Bankindemnify, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") defend and hold each Indemnitee harmless harmless, Investor, from and against losses in excess of the Basket Amount that Investor may incur resulting from any misrepresentation or breach of warranty by the Company made in this Agreement (including without limitation any certificate or instrument delivered in connection herewith) (the “Indemnified Losses”), subject to the other provisions of this Section 11.3. (i) For purpose of this Section 11.3 the terms shall have the following meaning: “Assumed Post-Closing Net Asset Value of the Company” shall mean an amount equal to the Common Stock Shares Purchase Price divided by Investor’s Common Stock Ownership Percentage. “Basket Amount” is $2,000,000 of losses that would otherwise be Indemnified Losses. “Investor’s Common Stock Ownership Percentage” shall mean that percentage which results by dividing (A) the number of shares of Common Stock issued to Investor at the Closing pursuant to this Agreement by (B) the total amount of shares of Common Stock outstanding immediately after the Closing. (ii) Investor may make a claim that it has incurred an Indemnified Loss due to a misrepresentation or breach of warranty or covenant by the Company made in the Agreement that had such event occurred or the misrepresented facts been known to Investor at Closing, would have resulted in a reduction in the Assumed Post-Closing Net Asset Value of the Company in excess of the Basket Amount (“Adjustment Amount”). Notwithstanding anything to the contrary herein, in no event shall the aggregate Adjustment Amount for all indemnification claims hereunder exceed $50,000,000. (iii) The value of the Indemnified Loss shall be an amount equal to the product of Investor’s Common Stock Ownership Percentage multiplied by the Adjustment Amount. (iv) The amount of the value of the Indemnified Loss shall be paid by the Company exclusively by crediting such amount to the amount of the Warrant Exercise Price payable by Investor upon the exercise of any of the Warrants held by Investor. In the event that the amount of the Indemnified Loss exceeds the aggregate amount of the Warrant Exercise Price of all Warrants held by Investor at the time of the determination of the Indemnified Loss, the Company shall not have any obligation to pay or credit Investor with that portion of the Indemnified Loss in excess of such aggregate Warrant Exercise Price. (c) At any time within a period of one year from the date of Closing that Investor believes that it has incurred an Indemnified Loss, it shall promptly provide notice thereof to the chairman of the audit committee of the Company (or any member of the audit committee if no member has been designated as chairman), describing fully the facts and basis for its claim, including the asserted amount thereof (which shall include information regarding the amount of the asserted losses constituting the Basket). No claims for an Indemnified Loss may be submitted on or after the first anniversary of the Closing Date. (d) All matters relating to any claims for Indemnified Losses shall be presented to and decided on behalf of the Company by a majority of independent members of the Company’s Board of Directors (or a committee of independent directors, which may be the Company Audit Committee). In discharging its obligation hereunder said independent directors (or committee of independent directors) shall be free to employ outside counsel and such other experts and advisors, and to conduct their review of the claims in such manner, as they deem appropriate to comply with their duties and responsibilities to the Company and all of its stockholders hereunder and under applicable corporate Laws. (e) Investor hereby covenants and agrees with the Company that Investor shall indemnify the Company and hold it harmless from, against and in respect of any and all liabilitiescosts, losses, damagesclaims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be ) incurred by such Indemnitee it resulting from any misrepresentation, breach of warranty or nonfulfillment of any agreement, covenant or obligation by Investor made in this Agreement (including without limitation any certificate or instrument delivered in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheldherewith). (cf) Each Indemnitee agrees Except as otherwise expressly provided in this Agreement, from and after the Closing the right of Investor to give make claims against the Company prompt written notice after it receives under this Section 11.3 shall be the sole and exclusive remedy available to Investor against the Company with respect to any notice of the commencement of any actionand all claims for indemnification, suit damages or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceedingotherwise under this Agreement; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company foregoing limitation shall not be liable for the fees or expenses in no way limit any remedies available to Investor with respect of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)actual fraud.

Expenses; Indemnification. (a) The Company shall pay reimburse (i) all the Agent and the Arranger for any reasonable costs, internal charges and out-of-pocket expenses of the Agent, (including reasonable attorneys' fees and disbursements of special counsel for the Agentand, in connection with the preparation preparation, execution and delivery of the Loan Documents, time charges of attorneys for the Agent and/or the Arranger, which attorneys may be employees of the Agent and/or the Arranger) including title insurance premiums, lien search charges, recording taxes, filing charges and other similar expenses paid or incurred by the Agent or the Arranger in connection with the preparation, review, execution, delivery, amendment, modification and administration of this Agreementthe Loan Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occursthe Agent, all the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, the Arranger or the Lenders) paid or incurred by the Agent and each BankAgent, including fees and disbursements of counsel, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents (except to the extent that a court of competent jurisdiction rules against the Agent, the Arranger or the Lenders in a final non-appealable judgment in any such Event collection or enforcement action), any refinancing or restructuring of Default and collection, bankruptcy, the credit arrangements provided under this Agreement in the nature of a "work-out" or any insolvency and other enforcement or bankruptcy proceedings resulting therefrom. (b) in respect of the Company or any Subsidiary. The Company further agrees to indemnify the Agent Agent, the Arranger, each Lender and each Bank, their respective affiliates and the respective directors, officers, agents officers and employees of (the foregoing (each an "IndemniteeINDEMNITEES") and hold each Indemnitee harmless from and against any and all liabilitieslosses, lossesclaims, damages, costs penalties, judgments, liabilities and expenses of any kind, (including, without limitation, the all reasonable fees and disbursements expenses of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative litigation or judicial proceeding (preparation therefor whether or not such Indemnitee shall be designated the Agent, the Arranger or any Lender is a party thereto) brought (collectively, the "INDEMNIFIED AMOUNTS") which any of them may pay or threatened relating to or incur arising out of or relating to this Agreement Agreement, the Notes or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceedingtransaction contemplated herein; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable to any Indemnitee for any Indemnified Amounts to the fees or expenses extent that a court of more than one separate firm of attorneys, which firm shall be designated competent jurisdiction has determined in writing by a final non-appealable judgment that the foregoing resulted from such Indemnitee)'s Gross Negligence or willful misconduct. The Company further agrees (a) to assert no claims for special, indirect, consequential or punitive damages on any theory of liability in connection in any way with the Loan Documents or the transactions evidenced thereby 40 47 and (b) not to settle any claim, litigation or proceeding relating to the Loan Documents or the transactions evidenced thereby unless such settlement releases all Indemnitees from any and all liability in respect of such transaction or unless each Indemnitee approves such settlement. The obligations of the Company under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Company shall pay (i) all reimburse each Agent and each Bank for any reasonable costs, internal charges and out-of-pocket expenses of the Agent, (including reasonable attorneys’ fees and disbursements time charges of special counsel for the Agentattorneys, which attorneys may be employees of such Agent or such Bank, as applicable) paid or incurred by such Agent or such Bank, as applicable, in connection with the collection, liquidation and enforcement of the Loan Documents and/or the Collateral. The Company further agrees to indemnify each Agent, each Bank and their respective directors, officers and employees (each an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation and administration therefor) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any waiver Loan hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”), excluding, however, in all of the foregoing instances, Indemnified Amounts arising from the gross negligence or consent hereunder willful misconduct on the part of the Indemnified Party seeking indemnification and Indemnified Amounts consisting of taxes imposed on or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred measured by the Agent and each Bank, including fees and disbursements overall net income of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromthe Indemnified Party seeking indemnification. (b) The Company agrees to indemnify If, after the Agent and each Bankdate hereof, their respective affiliates and the respective directorsany law or any governmental rule, officersregulation, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilitiespolicy, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative guideline or judicial proceeding directive (whether or not having the force of law) is adopted, or there is any change in the interpretation thereof, or the compliance of any Bank with such, which, in any case, affects the amount of capital required or expected to be maintained by such Indemnitee shall be designated a party thereto) brought Bank or threatened relating to any corporation controlling such Bank, and such Bank reasonably determines the amount of capital required is increased by or arising out based upon the existence of this Agreement or any actual or proposed use its Commitment hereunder and such increased capital results in increased costs to such Bank, then, such Bank shall notify the Company of proceeds such fact and shall provide a reasonably detailed description of such increased costs in the notice (“Increased Cost Notice”), together with documentation from the relevant regulatory body setting forth such increased capital requirement, and within 15 days of the Company’s receipt of such Increased Cost Notice, the Company shall, in its sole discretion, determine whether to terminate such Bank’s Commitment and obligation to make Loans hereunder; , or to attempt to negotiate with such Bank a revised commitment fee (which revision shall not constitute an amendment to Section 2.8 hereof for the purposes of Section 9.2) and any other reimbursements provided for hereunder which reflect such Bank’s increased costs. In the event that (i) no Indemnitee the Company determines to terminate such Bank’s Commitment and obligation to make Loans hereunder, the Company shall have send written notice to such Bank within 15 days of the right Company’s receipt of the Increased Cost Notice specifying a date at least 30 days thereafter on which such Bank’s Commitment and obligation to make Loans hereunder shall be terminated. In the event that the Company determines to attempt to negotiate with such Bank a revised commitment fee and other reimbursements, and the Company and such Bank are unable to agree, within 30 days of the date of the Increased Cost Notice, upon such revised fees and other reimbursements, such Bank may send written notice to the Company, or the Company may send written notice to such Bank specifying a date at least 30 days thereafter on which the Bank’s Commitment and obligation to make Loans hereunder shall be terminated. Any payment required to be indemnified hereunder for such Indemnitee's own gross negligence made by the Company under this Section 11.9(b) shall be deemed an Obligation and be secured by the Collateral. CHICAGO MERCANTILE EXCHANGE INC. 2007 CREDIT AGREEMENT (c) At least 45 days prior to the proposed consummation date of any merger or willful misconduct as determined by a court consolidation of competent jurisdiction and (ii) the Company with or into any other Person in which the Company shall not be liable for any settlement entered into the surviving entity (such transaction, a “Restructuring”), the Company will give written notice thereof to Administrative Agent (a “Restructuring Notice”), which notice shall set forth the material terms and conditions of such Restructuring, including the identity of the surviving entity of such Restructuring (the “Survivor”). Administrative Agent shall promptly provide a copy of the Restructuring Notice to each Bank. Upon receipt of a Restructuring Notice, a Bank may elect, in its sole discretion, to terminate its Commitment hereunder by an Indemnitee without notifying the Company and Administrative Agent thereof, which may be by telephone (a “Termination Notice”) within 15 days of such Bank’s receipt of the Restructuring Notice, which termination shall become effective no sooner than 30 days after the Company’s receipt of the Termination Notice. Any Bank that fails to deliver a Termination Notice within 15 days after its consent (which receipt of a Restructuring Notice shall not be unreasonably withheld)deemed to have elected to terminate its Commitment. (cd) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement The effective date of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification termination of a Bank’s Commitment hereunder pursuant to subsection (b)) or (c) above is referred to herein as such Bank’s “Accelerated Termination Date”. The Company Any such termination shall have not accelerate the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense maturity of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory Loans outstanding to such Indemnitee in any such action, suit or proceedingBank; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available commitment fees to such Indemnitee which are in conflict with those available Bank shall cease to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, accrue as of its Accelerated Termination Date; and the Company shall be obligated responsible for any and all Obligations and accrued and unpaid costs (including increased costs), fees and expenses incurred with respect to assume the expense, it being understood, however, that such Bank prior to its Accelerated Termination Date. The obligations of the Company under this Section 11.9 shall not be liable for survive the fees or expenses termination of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)this Agreement.

Expenses; Indemnification. (a) The Company shall pay (i) all Subject to the Letter Agreement, dated November 16, 1995, between the Borrower and the Agent, the Borrower shall reimburse the Agent for any costs, internal charges and out-of-pocket expenses of the Agent, (including attorneys' fees and disbursements time charges of special counsel attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent in connection with the preparation preparation, negotiation, execution, delivery, review, amendment, modification, and administration of this Agreementthe Loan Documents. The Borrower also agrees to reimburse the Agent and the Lenders for any costs, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder internal charges and (ii) if an Event of Default occurs, all out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Agent and the Lenders, which attorneys may be employees of the Agent or the Lenders) paid or incurred by the Agent and each Bank, including fees and disbursements of counsel, or any Lender in connection with such Event the collection and enforcement of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) the Loan Documents. The Company Borrower further agrees to indemnify the Agent and each Bank, Lender and their respective affiliates and the respective directors, officers, agents officers and employees of the foregoing (each an "IndemniteeIndemnified Party") and hold each Indemnitee harmless from and against any and all liabilitieslosses, lossesclaims, damages, costs penalties, judgments, liabilities and expenses of any kind, (including, without limitation, the reasonable fees and disbursements all expenses of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative litigation or judicial proceeding (preparation therefor whether or not such Indemnitee shall be designated the Agent or any Lender is a party thereto) brought which any Indemnified Party may pay or threatened relating to or incur arising out of or relating to this Agreement Agreement, the other Loan Documents, the transactions contemplated hereby or any actual the direct or indirect application or proposed use application of the proceeds of Loans any Loan hereunder; provided , except that any such Indemnified Party shall not be indemnified for any such losses, claims, damages, penalties, judgments, liabilities and expenses to the extent that they arise from the gross negligence or willful misconduct of such Indemnified Party. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (iii) no Indemnitee The obligations and liabilities of the Borrower with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Each Indemnified Party agrees to give prompt written notice thereof to the Borrower of any claim based on this Section 9.7, stating the nature and basis of said claim and the amount thereof, to the extent known. (b) In the event such Indemnified Party shall notify the Borrower of any claim pursuant to subsection (a) hereof, the Borrower shall have the right to be indemnified hereunder elect to defend such claim (including all actions, suits, proceedings and all proceedings on appeal or for review which counsel deems appropriate), with counsel reasonably satisfactory to such Indemnitee's own gross negligence or willful misconduct as determined Indemnified Party, by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice to such Indemnified Party within 30 days after it receives any notice receipt of such notice. The Indemnified Party may retain its own counsel on such matter, at its own expense, to consult or otherwise represent its interests. The Indemnified Party shall make available to the Borrower and its attorneys and accountants all books and records of the commencement Indemnified Party relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of any action, suit or proceeding for which such Indemnitee may wish each other in order to claim indemnification pursuant to subsection (b). The Company shall have ensure the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the proper and adequate defense of any such action, suit or proceeding; provided, that such Indemnitee shall have . (c) So long as the right to employ separate counsel Borrower is defending in good faith any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expenseclaim, the Company shall be obligated to assume the expense, it being understood, however, that the Company Indemnified Party shall not be liable for compromise or settle such claim, without written consent of the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)Borrower.

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all out-of-pocket expenses of the AgentAgents, including the reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the each Agent and each Bank, including (without duplication) the reasonable fees and disbursements of counsel, outside counsel in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; providedprovided further, that such Indemnitee no Bank shall have the right to employ separate counsel be indemnified hereunder in any such action, suit or proceeding wherein the parties thereto are only such Bank and any other Person (other than a Bank) to participate in the defense thereof, but the fees and expenses of whom such separate counsel shall be at such Indemnitee's expense unless (1) the Company Bank shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such actiongranted a participation in, suit or proceeding assigned all or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such actiona proportionate part of, suit its Commitment or proceeding; its Loans or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one Notes or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees its rights or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee)obligations hereunder or under its Notes.

Expenses; Indemnification. (a) The Company Borrowers shall pay (i) all out-of-pocket expenses of the AgentAgent and the Arranger, including reasonable fees and disbursements of each special counsel for the Agent, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder thereunder, any Tranche C Request with respect thereto or any amendment hereof thereof or any Default or alleged Default hereunder thereunder, (ii) the reasonable fees and expenses of consultants and other experts retained by the Agent or the Required Lenders with the consent of the Borrowers (which consent shall not be unreasonably withheld); provided that, if such consultants or other experts shall have been retained in connection with any Default under the Loan Documents, no such consent shall be required and (iiiii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Each Borrower agrees to indemnify the Agent and each BankLender, their respective affiliates and the respective directors, officers, trustees, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselcounsel and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement the Loan Documents or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder hereunder, and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or any Note. (b) The Company Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of the Loans hereunderor the Letters of Credit; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Collateral Manager shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Collateral Manager agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have acts or omissions of the right to be indemnified hereunder for such Indemnitee's own Collateral Manager constituting bad faith, gross negligence or willful misconduct as determined on the part of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), (ii) breach of any representation or warranty under this Agreement, any other Facility Document or any Related Document by the Collateral Manager or (iii) failure by the Collateral Manager to comply with any term, provision or covenant contained in this Agreement, any other Facility Document or any Related Document; except to the extent (i) any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing, (ii) resulting from the Company performance of the Collateral Loans (including without limitation any change in the market value of such Collateral Loan) or (iii) any loss in value of any Eligible Investment. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not be liable for such investigation, litigation or proceeding is brought by the Collateral Manager, any of the Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Collateral Manager shall not, without the prior written consent of the Indemnified Party, effect any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any actionpending or threatened proceeding in respect of which any Indemnified Party is a party (or, suit in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or proceeding for which such Indemnitee may wish admission of, fault, culpability or a USActive 55502425.1255502425.13 failure to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable act by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense or on behalf of any such actionIndemnified Party, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses (ii) includes an unconditional release of such separate counsel shall be at such Indemnitee's expense unless (1) Indemnified Party from all liability on claims that are the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense subject matter of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3. This Section 14.06(b) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more apply with respect to Taxes other than one separate firm of attorneysany Taxes that represent losses, which firm shall be designated in writing by such Indemnitee)claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Company shall pay (i) all out-of-pocket expenses of the Agent, including All fees and disbursements of special counsel for expenses incurred by any one party hereto shall be borne by the Agentparty incurring such fees and expenses Notwithstanding the foregoing, Hammond shall indemnify Stockholders, and hold them harmless from and ▇▇▇▇▇▇t any expenses and liabilities claimed by any party in connection with any proceeding associated with Stockholders being deemed to be a member of the preparation and administration Hammond group or by virtue of this Agreementgranting the irrevocable proxy pursuant ▇▇ ▇▇▇▇ Agreement to the fullest extent permitted by applicable law, any waiver or consent hereunder or any amendment the Certificate of Incorporation of the bylaws of Hammond in effect on the date hereof or as such law, Certificate of I▇▇▇▇▇▇▇ation or bylaws may from time to time be amended (but, in the case of any Default such amendment, only to the extent such amendment permits Hammond to provide broader indemnification rights than the law, the C▇▇▇▇▇▇▇ate of Incorporation or alleged Default hereunder the bylaws permitted Hammond to provide before such amendment). Without diminishing the s▇▇▇▇ ▇▇ the indemnification provided by this Section 6, Hammond shall indemnify Stockholders whenever they are a party or are ▇▇▇▇▇tened to be made a party to any proceeding, including without limitation any such proceeding brought by or in the right of PartsBase, Inc. or stockholders therein, because Stockholders are or were a member of the Hammond group by virtue of granting the irrevocable proxy with respe▇▇ ▇▇ ▇he Merger, or because of anything done or not done by Stockholders in such capacity, against expenses and (ii) if an Event of Default occurs, all out-of-pocket expenses liabilities actually and reasonably incurred by the Agent and each Bank, including fees and disbursements of counsel, Stockholders or on their behalf in connection with such Event of Default and collectionproceeding, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify including the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindinvestigation, includingdefense, without limitationsettlement or appeal. In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Stockholders provided under this Agreement shall include the advance of all reasonable fees and disbursements of counselexpenses (as mutually agreed to by all parties), which may including attorneys fees, incurred or to be incurred by such Indemnitee in connection with any investigativeor on behalf of Stockholders from time to time, administrative or judicial proceeding (whether or not such Indemnitee and shall be designated a party theretopaid by Hammond to Stockholders within thirty (30) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days days after the receipt by Ha▇▇▇▇▇ ▇f a written request for an advance of notice from such Indemnitee expenses, whether prior ▇▇ ▇▇ after final disposition of such commencement, to assume, at the Company's expense, the defense of any such action, suit or a proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all out-of-pocket expenses of the AgentAgents, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender Party, including the fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (including without limitation reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel), including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement any Loan Document or any actual or proposed use of any Commitments or any proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee's own gross negligence or willful misconduct or (ii) liabilities, losses, damages, costs and expenses arising out of a proceeding in which such Indemnitee and the Borrower are adverse parties and in which the Borrowers prevails on the merits, in each case as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Servicer shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel be responsible for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket its expenses incurred by it in the Agent and each Bank, including fees and disbursements performance of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromits obligations under this Agreement to the extent not otherwise reimbursed by the Borrower. (b) The Company Servicer agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold harmless each Indemnitee harmless Indemnified Party from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which Liabilities that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any investigative, administrative acts or judicial proceeding omissions of the Servicer in connection with (whether a) any breach by the Servicer of any Facility Document (including a breach of any representation or not such Indemnitee shall be designated a party theretowarranty made by the Servicer under any Facility Document) brought or threatened relating to or arising out of this Agreement or (b) any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined of the Servicer; in each case, except to the extent any such Liability (x) is found 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 Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing or (y) constitutes credit recourse for the performance of the Collateral Loans. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Servicer, any of the Servicer’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement -180- USActive 60140401.11 (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party, and (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the Company subject matter of such proceeding. In no event shall not the Servicer be liable for special, punitive, indirect or consequential loss or damage of any settlement entered into by an Indemnitee without its consent kind whatsoever (which including but not limited to lost profits) even if the Servicer has been advised of the likelihood of such damages and regardless of the form of such action‎. This Section 14.06(b) shall not be unreasonably withheld)apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non‑Tax claim. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Mortgagor shall pay (i) or reimburse Mortgagee for all outexpenses incurred by Mortgagee before and after the date of this Mortgage with respect to any and all transactions contemplated by this Mortgage including without limitation, the 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 expenses of the Agent, including fees and disbursements of special counsel for the Agent, disturbance agreement or similar document in connection with this Mortgage or the preparation and administration enforcement of this Agreementany of Mortgagee's rights. Such expenses shall include, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurswithout limitation, all out-of-pocket expenses incurred by the Agent title and each Bankconveyancing 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, surveyors', photographers', appraisers', architects', engineers', consulting professional's, accountants' and attorneys' fees and disbursements. Mortgagor acknowledges that from time to time Mortgagor may receive statements for such expenses, including without limitation attorneys' fees and disbursements of counsel, in connection with disbursements. Mortgagor shall pay such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromstatements promptly upon receipt. (b) The Company agrees 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 Indebtedness), or any action or proceeding is commenced to which Mortgagee is made a party, or in which it becomes necessary to defend or uphold the lien of this Mortgage (including, without limitation, any proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Obligor), 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 or arises out of this Mortgage or Mortgagee's lending to Mortgagor or acceptance of a guaranty from a Guarantor of the Indebtedness or of any of the Obligations or any of the transactions contemplated by this Mortgage, 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 disbursements), together with interest thereon at the Default Rate, and following the occurrence of a Default any such sum and 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 the Agent and each Bankhold harmless Mortgagee and Mortgagee's affiliates, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") Mortgagee and hold each Indemnitee harmless its affiliates from and against any and all liabilities, lossesclaims, damages, costs losses and expenses liabilities (including, without limitation, reasonable attorneys' fees and expenses) arising out of or based upon any kindmatter related to this Mortgage, the Mortgaged Property or the occupancy, ownership, maintenance or management of the Mortgaged Property by Mortgagor, including, without limitation, any claims based on the reasonable fees and disbursements alleged acts or omissions of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative employee or judicial proceeding (whether or not such Indemnitee agent of Mortgagor. This indemnification shall be designated a party thereto) brought or threatened relating in addition to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall other liability which Mortgagor may otherwise have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)Mortgagee. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the AgentAgents, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the any Agent and each Bankor any Lender, including fees and disbursements of counsel (including, without limitation, the allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the each Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel (including, without limitation, the reasonable allocated costs of in-house counsel), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld)jurisdiction. (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all out-of-pocket expenses Each of the Agent, including fees Company and disbursements of special counsel the Purchasers shall be responsible for the Agent, their own expenses incurred in connection with the preparation proposed investment by Sponsors and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by their Affiliates in the Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromCompany. (b) The Company agrees to hold harmless and indemnify each Purchaser and such Purchaser’s Affiliates and any officer, director, partner, employee or agent of such Purchaser or such Purchaser’s Affiliates and any Person controlling such Purchaser or such Purchaser’s Affiliates (collectively, the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee"“Indemnified Persons”) and hold each Indemnitee harmless from and against any and all liabilitieslosses, lossesclaims, damages, costs liabilities and expenses of any kind, including, without limitation(each a “Loss” and collectively, the “Losses”) whatsoever (including reasonable fees and disbursements of counselexpenses incurred in preparing or defending against any litigation or proceeding, which may be incurred by such Indemnitee in connection with commenced or threatened, or any investigative, administrative or judicial proceeding (claims whatsoever whether or not resulting in any liability) imposed on or incurred by any Indemnified Person, to the extent that such Indemnitee Loss results from any claim or cause of action brought by or on behalf of a Company stockholder alleging that the execution, delivery or performance of this Agreement or the Termination and Settlement Agreement breaches the fiduciary duties of the Company’s directors, or that any Indemnified Person induced any such breach of fiduciary duty or was an aider and abettor or conspirator or otherwise responsible therefor; provided that the foregoing indemnity as to any Indemnified Person shall be designated a party thereto) brought or threatened relating not extend to any Loss resulting from or arising out of or which would not have occurred but for one or more of the following: (i) any representation or warranty by such Indemnified Person in this Agreement being incorrect in any material respect; (ii) the failure by such Indemnified Person to perform or observe any agreement, covenant or condition in this Agreement or any actual or proposed use of proceeds the Transaction Agreements applicable to it (except to the extent such failure was caused directly by the failure of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for to perform any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives obligation under this Agreement or any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (bTransaction Agreements). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3iii) the willful misconduct or the gross negligence of such Indemnitee shall have been advised by independent counsel Indemnified Person (or any of its Affiliates), other than any Loss arising out of or resulting from actions performed at the request of, with the consent of, or in writing (conformity with a copy actions taken or omitted to be taken by, the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent each Administrative Agent-Related Person and each BankLender, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement the Loan Documents or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, Agent in connection with the preparation and administration of this Agreementthe Loan Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent and each BankLender, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company Borrower agrees to indemnify the Agent and each BankLender, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement the Loan Documents or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company Borrower shall not be liable for any settlement entered into by an Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give the Company Borrower prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company Borrower shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the CompanyBorrower's expense, the defense of any such action, suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) Bookmark not defined. the Company Borrower shall have agreed to pay such fees and expenses; (2) the Company Borrower shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or (3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the CompanyBorrower) that there may be one or more defenses available to such Indemnitee which are in conflict with those available to the Company Borrower (in which case, if such Indemnitee notifies the Company Borrower in writing that it elects to employ separate counsel at the CompanyBorrower's expense, the Company Borrower shall be obligated to assume the expense, it being understood, however, that the Company Borrower shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated in writing by such Indemnitee).

Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the AgentAdministrative Agent and the Arranger, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent Administrative Agent, the Issuing Lender and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent Administrative Agent, the Issuing Lender, the Arranger and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or overtly threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) jurisdiction. Each Indemnitee agrees to notify the Company promptly of any proceeding in respect of which it will seek indemnification hereunder; provided, however, that the failure of any Indemnitee so to notify the Company shall not affect the rights of such Indemnitee hereunder; but provided, further, that the Company shall be liable entitled to assert by separate action against such Indemnitee any claim for any settlement entered into actual damages incurred by an the Company as a consequence of such failure by such Indemnitee without its consent (which shall not be unreasonably withheld). (c) Each Indemnitee agrees to give such notice. In the Company prompt written notice after it receives any notice of the commencement of event any action, suit or proceeding for which such is brought against any Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expenseany Person other than a Lender, the defense Administrative Agent, the Issuing Lender or any of any such actiontheir respective affiliates (a "THIRD PARTY ACTION"), suit or proceeding; provided, that such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1i) the Company shall have agreed be entitled, upon written notice to pay such fees and expenses; (2) the Company shall have failed Indemnitee, to assume the investigation and defense of such action, suit or proceeding or shall have failed to employ thereof with counsel reasonably satisfactory to such Indemnitee unless (x) the employment by such Indemnitee of separate counsel has been specifically approved by the Company in any such action, suit or proceeding; writing or (3y) the designated parties to the proceeding in which such claim, demand, action or cause of action has been asserted include (or are reasonably likely to include) both such Indemnitee shall have been advised by independent and any of the Obligor, or any Affiliate (each, a "DESIGNATED RELATED PARTY") and in the opinion of counsel in writing (with a copy to the Company) that for such Indemnitee there may be exist one or more defenses that may be available to such Indemnitee which are in conflict with those available to the Company any designated related party, (in which case, if ii) such Indemnitee notifies the Company in writing that it elects shall be entitled to employ separate counsel at and to participate in the Company's expense, investigation and defense of any such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above) and (iii) the fees and expenses of any separate counsel employed by any Indemnitee in connection with any such third party action shall be obligated to assume borne by such Indemnitee except (x) under the expense, it being understood, however, circumstances contemplated by subclauses (x) and (y) of clause (i) above or (y) if such Indemnitee has reasonably concluded that the Company is failing actively and diligently to defend such third party action (whether or not the Company has elected to assume such investigation and defense as contemplated by clause (i) above). The Company shall not be liable for settle or compromise any action or claim without the fees relevant Indemnitee's consent if the settlement or expenses of more than one separate firm of attorneyscompromise involves any performance by, which firm shall be designated in writing by or adverse admission of, such Indemnitee).