Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) the reasonable fees and expenses of outside counsel to the Agent in connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenders.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) the Borrower shall reimburse Lender upon demand for all reasonable fees and documented out-of-pocket expenses paid or incurred by L▇▇▇▇▇, including reasonable fees, charges and disbursements of outside counsel to the Agent L▇▇▇▇▇, in connection with the due diligence, preparation, administration, negotiation, execution, delivery delivery, review, amendment, modification, and administration of this Agreement the Loan Documents. B▇▇▇▇▇▇▇ also agrees to reimburse Lender for any reasonable and the consummation documented out-of-pocket expenses, including reasonable fees, charges and disbursements of the transactions contemplated herebyoutside counsel to Lender incurred from time to time, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers paid or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable incurred by L▇▇▇▇▇ in connection with the execution, delivery, filing or recording of this Agreement, the Notes collection and the other Loan Documents and the consummation enforcement of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and Loan Documents. (cb) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower hereby further agrees to indemnify the Agent and the Lenders for any hold harmless Lender, its affiliates, and each of their directors, officers and employees, agents and advisors against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees, charges and disbursements and settlement costs (including all expenses of litigation or preparation therefor) whether or not Lender or any affiliate is a party thereto) which any of them may be imposed onpay or incur arising out of or relating to this Agreement, incurred the other Loan Documents, the transactions contemplated hereby, any actual or alleged presence or release of hazardous materials on or from any property owned or operated by or asserted against the Agent or the Lenders Borrower, any environmental liability related in any way to Borrower, or any actual or prospective claim, litigation, investigation or proceeding relating to or arising out any of their duties under this Agreement the foregoing, whether based on contract, tort or any other Loan Documents theory, whether brought by a third party or by Borrower, or the transactions contemplated hereby (excluding, unless a Default direct or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any indirect application or proposed application of the foregoing proceeds of any borrowing hereunder except to the extent that they arise are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence negligence, willful misconduct, bad faith or willful misconduct material breach of the Agent or the Lendersparty seeking indemnification. The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision 9.2 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Borrower agrees to payreimburse Administrative Agent on demand for all reasonable costs, or reimburse the Agent for the payment ofexpenses, on demandand charges (including, (a) the without limitation, all reasonable fees and expenses charges of outside counsel to the engineers, appraisers and external legal counsel) incurred by Administrative Agent in connection with the preparation, execution, delivery Loans and administration of this Agreement and the consummation to reimburse each of the transactions contemplated herebyBanks for reasonable legal costs, expenses and in connection with advising charges incurred by each of the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable Banks in connection with the execution, delivery, filing performance or recording enforcement of this Agreement, the Notes and the Notes, or any other Loan Documents Documents; provided, however, that Borrower is not responsible for costs, expenses and charges incurred by the consummation Bank Parties in connection with the administration or syndication of the transactions contemplated herebyLoans (other than any administration fee payable to Administrative Agent). Borrower agrees to indemnify Administrative Agent and each Bank and their respective directors, officers, employees, agents and affiliates from, and hold each of them harmless against, any and all liabilities with respect losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of (x) any claims by brokers due to acts or resulting from omissions by Borrower, (y) any delay in paying investigation or omitting litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to pay such taxes any actual or fees, and (c) all reasonable costs and expenses proposed use by Borrower of the Agent and proceeds of the Lenders (Loans, including without limitation, the reasonable fees and expenses disbursements of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default such investigation or Event of Default litigation or the enforcement of, other proceedings or the exercise (z) third party claims or preservation of actions against any rights under, this Agreement Bank or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Administrative Agent and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under from this Agreement or any other Loan Documents or and the transactions contemplated hereby (excludingpursuant to this Agreement provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower such indemnification shall not be liable for exclude any such losses, liabilities, claims, damages or expenses incurred by reason of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lendersperson to be indemnified. The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 shall survive the repayment of all amounts due under or in connection with any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersLoan Documents and the termination of the Loan Commitments.

Expenses; Indemnification. The (a) Borrower agrees to pay, or reimburse pay promptly: (i) all the Agent for the payment of, on demand, (a) the actual and reasonable fees documented costs and expenses of outside counsel to the Agent Lender, including attorneys’ fees, in connection with the negotiation, preparation, execution, delivery and administration execution of this Agreement Note and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto(ii) all fees, costs, and expenses incurred by ▇▇▇▇▇▇ (including during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in connection with any amendmentssuch proceeding) to maintain, waivers protect, or consents in connection therewith, and (b) all stamp and other taxes and fees payable preserve Lender’s rights under this Note or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or feescollateral that secures this Note, and (ciii) all the actual and reasonable costs and expenses of creating and perfecting liens on any collateral that secures this Note in favor of ▇▇▇▇▇▇, including filing and recording fees, expenses, and taxes, stamp or documentary taxes, search fees, title insurance premiums, and reasonable fees, expenses, and disbursements of counsel to Lender, (iv) all the Agent actual and reasonable costs and fees, expenses, and disbursements of any auditors, accountants, consultants, or appraisers engaged by ▇▇▇▇▇▇ in connection with the Lenders transactions contemplated by this Note, (v) all the actual and reasonable costs and expenses (including the reasonable fees fees, expenses, and expenses disbursements of counsel any appraisers, consultants, advisors, and whether incurred through negotiations, legal proceedings agents employed or otherwiseretained by ▇▇▇▇▇▇) in connection with the custody or preservation of any of collateral that secures this Note, and (vi) after the occurrence of a Default or an Event of Default, all documented costs and expenses, including attorneys’ fees and costs of settlement, incurred by Lender in enforcing any obligations under this Note or under any other agreement executed in connection with or securing this Note, or in collecting any payments due from Borrower under this Note or under any other agreement executed in connection with or securing this Note by reason of such Default or Event of Default or (including in connection with the enforcement sale of, collection from, or the exercise or preservation other realization upon any of any rights under, collateral securing this Agreement or any other Loan Document Note) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings. (b) ▇▇▇▇▇▇▇▇ agrees to indemnify Lender and each of Lender’s members, managers, officers, employees, agents, and representatives, and their respective successors and assigns (each of the Agent foregoing Persons (as defined in Paragraph 6(f)(viii)), an “Indemnitee”) against, and the Lenders for to hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related costs and expenses, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ counsel fees) which may be imposed on, disbursements and other charges, incurred by or asserted against the Agent or the Lenders any Indemnitee arising out of, in any way relating to connected with, or arising out as a result of their duties under (i) the execution or delivery of this Agreement Note or any other Loan Documents agreement executed in connection with or securing this Note, the performance by the parties thereto of their respective obligations thereunder, or the consummation of the transactions contemplated hereby thereby, (excludingii) the use of the proceeds of this Note, unless (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a Default party thereto, or an Event (iv) any actual or alleged presence or Release of Default has occurred Hazardous Materials (as defined in the Term Loan Agreement) on any property owned or operated by Borrower (or by and is continuingdirect or indirect subsidiary of Borrower), normal administrative or any Environmental Liability (as defined in the Term Loan Agreement) related in any way to Borrower (or related in any way to any direct or indirect subsidiary of Borrower); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses incident are determined by a court of competent jurisdiction by final and non-appealable judgment to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise have resulted primarily from the gross negligence or willful misconduct of such Indemnitee (and, upon any such determination, any indemnification payments with respect to such losses, claims, damages, liabilities or related costs and expenses previously received by such Indemnitee shall be subject to reimbursement by such Indemnitee). To the Agent extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Paragraph 5(b) may be unenforceable in whole or in part because they are violative of any law or public policy, Borrower shall contribute the Lenders. maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by Indemnitees or any of them. (c) To the extent permitted by applicable law, Borrower shall not assert, and its Subsidiarieshereby waives, taken 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 wholeresult of, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement Note or any other agreement delivered by Borrower executed in connection with or a Subsidiary pursuant to securing this Agreement for (i) more than one firm of attorneys (together with local counsel from other firmsNote or any agreement or instrument contemplated hereby, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is soughtthe transactions contemplated hereby or thereby, or (ii) any disputes or claims between the Agent and any one or more use of the Lenders proceeds of this Note. (d) Any amounts payable to Lender and/or to any other Indemnitee under this Paragraph 5 shall accrue interest at the Interest Rate, calculated from the date such amounts are paid, disbursed, or between any incurred (as applicable) by Lender with one or more other Lendersand/or by such Indemnitee (as applicable), until repaid in full.

Expenses; Indemnification. (a) The Borrower agrees Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, on demand, (ai) the reasonable fees and expenses of outside counsel to the Agent in Agent, including without limitation the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Free▇▇▇, ▇▇ connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, Loan Documents and in connection with advising the Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Lenders for Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all liabilitiescosts and expenses which any of them may incur relative to any payment under any Letter of Credit. (b) The Borrowers jointly and severally hereby indemnify and agree to hold harmless the Lenders and the Agent, obligationsand their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) which the Lenders or the Agent or any such Person may incur or which may be imposed onclaimed against any of them by reason of or in connection with any Letter of Credit, incurred by or asserted against and neither any Lender nor the Agent or any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the Lenders use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any way relating or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or arising out adequate reference to such Letter of their duties under this Agreement Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other Loan Documents event or the transactions contemplated hereby (excludingcircumstance whatsoever arising in connection with any Letter of Credit; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower Company shall not be required to indemnify the Lenders and the Agent and such other persons, and the Lenders shall be liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Agent's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the foregoing Letter of Credit to the extent they arise from extent, but only to the extent, that such payment constitutes gross negligence or of willful misconduct of the Agent or the LendersAgent. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenders.It

Expenses; Indemnification. The Borrower agrees to pay, or shall reimburse the Agent Administrative Agent, and the Arrangers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the payment ofAdministrative Agent and the Arrangers, on demand, (awhich attorneys may be employees of the Administrative Agent or any Arranger) paid or incurred by the reasonable fees and expenses of outside counsel to the Administrative Agent or any Arranger in connection with the preparation, negotiation, execution, delivery delivery, review, amendment, modification, syndication and administration of this Agreement the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Arrangers and the consummation Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers and the Lenders, which attorneys may be employees of the transactions contemplated herebyAdministrative Agent, and in connection with advising any Arranger or the Agent as to their rights and responsibilities with respect theretoLenders) paid or incurred by the Administrative Agent, and in connection with any amendments, waivers Arranger or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable any Lender in connection with the execution, delivery, filing or recording of this Agreement, the Notes collection and the other Loan Documents and the consummation enforcement of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementDocuments. The Borrower further agrees to indemnify the Agent Administrative Agent, each Arranger and the Lenders for any each Lender, its directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not the Administrative Agent, any kind and nature whatsoever (including reasonable attorneys’ feesArranger or any Lender is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to thereby or the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Loan hereunder or the use or intended use of any Facility Letter of Credit, except to the extent that they arise from out of the gross negligence or willful misconduct of the Agent or party seeking indemnification. The obligations of the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, Transferor and ICP jointly and severally shall pay on demand, demand (a) the all reasonable out-of- pocket fees and expenses (including reasonable attorneys' fees and expenses) of outside counsel to the Agent Purchaser incurred in connection with the preparation, execution, delivery delivery, administration, amendment, modification and administration waiver of this Agreement the Transaction Documents and the consummation making and repayment of the transactions contemplated herebyPurchase, including any Servicer or collection agent fees paid to any third party for services rendered to the Purchaser in collecting the Receivables and (b) all reasonable out-of-pocket fees and expenses of the Purchaser (including reasonable attorneys' fees and expenses of its counsel) incurred in connection with advising performance by the Agent as to their rights of its administrative duties under this Agreement, any consulting performed by the Agent at the request of the Transferor, and responsibilities with respect theretothe enforcement of the Transaction Documents against Transferor, Servicer, Guarantor and the Sellers and in connection with any amendmentsworkout or restructuring of the Transaction Documents. In addition, waivers or consents in connection therewith, Transferor will pay any and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording enforcement of this Agreement, Agreement or any payment made under the Notes and the other Loan Documents and the consummation of the transactions contemplated herebyTransaction Documents, and hereby indemnifies and saves the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such the taxes or and fees, . Transferor and (c) all reasonable costs ICP jointly and expenses of the Agent severally agree to reimburse and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent Purchaser and its officers, directors, shareholders, controlling Persons, employees and agents (collectively, the Lenders for "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any whatsoever kind and or nature whatsoever (including reasonable attorneys’ fees) which that may be imposed on, incurred by or asserted against or incurred or suffered by the Agent or the Lenders Purchaser (including fees and expenses of legal counsel, accountants and experts) in any way relating to or arising out of their duties any Transaction Document. Additional amounts sufficient to indemnify the Purchaser or other Indemnitees under this Agreement Section 8.5 shall constitute "Additional Amounts" for purposes of the Supplement, and the Purchaser or any other Loan Documents or the transactions contemplated hereby (excludingIndemnities shall be entitled to receive these additional amounts, unless a Default or an Event of Default has occurred solely from amounts allocated thereto and is continuing, normal administrative costs and expenses incident paid pursuant to the performance of their duties hereunder); provided howeverSupplement. Notwithstanding the foregoing (and with respect to clause (x) below, without prejudice to the rights that an Indemnitee may have pursuant to the Borrower shall not be liable for any other provisions of the foregoing to the extent they arise Transaction Documents), in no event shall any Indemnitee be indemnified against any amounts (w) resulting from the gross negligence or willful misconduct on the part of such Indemnitee (or any of its officers, directors, employees, affiliates or agents) or the failure of such Indemnitee to perform its obligations under the Transaction Documents, (x) to the extent they include amounts in respect of Receivables and reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor or (y) to the extent they are or result from lost profits (other than any interest or prepayment premium or early termination amount). If for any reason the indemnification provided in this section is unavailable to an Indemnitee or is insufficient to hold it harmless, then Transferor and ICP jointly and severally shall contribute to the amount paid by the Indemnitee as a result of any loss, claim, damage or liability in a proportion that is appropriate to reflect not only the relative benefits received by the Indemnitee on the one hand and Transferor and ICP on the other hand, but also the relative fault of the Agent or Indemnitee (if any), Transferor and ICP and any other relevant equitable considerations; provided that the Lenders. Borrower Transferor shall not, and its Subsidiaries, taken as a whole, will shall not be obligated under this Section 11.05 or to, pay any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary amount pursuant to this Agreement for (i) more than one firm Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor pursuant to the penultimate paragraph of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, Section 4.3 or (ii) any disputes or claims between the Agent and any one or more priority fifth of Section 4.4 of the Lenders Supplement, and there shall be no recourse to Transferor for all or between any Lender with one part of any amounts payable pursuant to this section if the funds are at any time insufficient to make all or more other Lenderspart of any such payments. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency.

Expenses; Indemnification. The Borrower agrees upon demand to pay, pay or reimburse the Agent Lender for the payment all liabilities, obligations and out-of-pocket expenses, on demand, (a) the reasonable fees and expenses of outside counsel to the Agent in connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiationsfor Lender, legal proceedings or otherwise) from time to time arising in connection with any Default or Event of Default or the enforcement ofor collection of sums due under the Operative Documents. Borrower shall indemnify, reimburse and hold Lender and its permitted assigns, each of Lender's or the exercise or preservation its permitted assigns' partners, and each of any rights undertheir respective successors, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent assigns, agents, officers, directors, shareholders, servants, agents and the Lenders for any employees harmless from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costsdemands, expenses or disbursements claims of any kind and nature whatsoever (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith(including reasonable attorneys’ fees' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower's property), or bodily injury to or death of any person (including any agent or employee of Borrower) which may be imposed on(each, incurred by a "Claim"), directly or asserted against the Agent or the Lenders in any way indirectly relating to or arising out of their duties under the use of the proceeds of the Loan, including acquisition, use, ownership, operation, possession, control, storage, return or condition of any item of Equipment constituting Collateral (regardless of whether such item of Equipment is at the time in the possession of Borrower), the falsity of any representation or warranty of Borrower or Borrower's failure to comply with the terms of this Agreement or any other Loan Documents Operative Document during the Term. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of Equipment constituting Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the transactions contemplated hereby escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from any item of Equipment financed by a Loan or constituting Collateral, including any Claims asserted or arising under any Environmental Law, or (excludingiv) any Claim for negligence or strict or absolute liability in tort; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable indemnify Lender for any liability incurred by Lender as a direct and sole result of the foregoing to the extent they arise from the Lender's gross negligence or willful misconduct misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender's written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the Agent or the Lenders. Borrower entire defense of Lender and its Subsidiariespermitted assigns, taken as a wholeeach of Lender's or its permitted assigns' partners, will not be obligated under and each of their respective successors, assigns, agents, officers, directors, shareholders, servants, agents and employees against any indemnified Claim described in this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenders9.

Expenses; Indemnification. (i) The Borrower agrees to pay, or shall reimburse the Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the payment ofAgent, on demand, (awhich attorneys may be employees of the Agent) the reasonable fees and expenses of outside counsel to paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery delivery, syndication, distribution (including, without limitation, via the internet), review, proposed or actual amendment, modification, and administration of this Agreement the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arranger and the consummation Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Agent, the Arranger and the Lenders, which attorneys may be employees of the transactions contemplated herebyAgent, and in connection with advising the Agent as to their rights and responsibilities with respect theretoArranger or the Lenders) paid or incurred by the Agent, and in connection with the Arranger or any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable Lender in connection with the execution, delivery, filing or recording of this Agreement, the Notes collection and the other Loan Documents and the consummation enforcement of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and Loan Documents. (cii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower hereby further agrees to indemnify the Agent Agent, the Arranger, each Lender, their respective affiliates, and the Lenders for any each of their directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not the Agent, the Arranger, any kind and nature whatsoever (including reasonable attorneys’ feesLender or any affiliate is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Loan hereunder except to the extent that they arise are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or party seeking indemnification. The obligations of the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision 9.6 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Borrower covenants and agrees to paypay all costs, expenses and charges (including, without limitation, all reasonable fees and expenses of counsel, engineers, appraisers and consultants) incurred by Administrative Agent or reimburse any Lender in connection with (i) the Agent preparation for and consummation of the transactions contemplated hereby or for the payment ofperformance hereof and of the other Loan Documents, on demandand for any services which may be required in addition to those normally and reasonably contemplated hereby and (ii) the enforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (x) the fees and expenses of legal counsel for any Lender other than UBS incurred in connection with said counsel's review of this Agreement and the other Loan Documents prior to execution, (ay) costs, expenses and charges incurred by Administrative Agent and Lenders in connection with the administration of the Loan (other than the administration fee separately agreed to by Borrower and Administrative Agent and the reasonable fees and expenses of outside counsel Administrative Agent's counsel) and (z) the fees and expenses of any Participant or Assignee or their respective counsel. In connection with the foregoing, Lenders agree, to the Agent extent practicable, to appoint a single counsel and local counsel, selected by Administrative Agent, to act on behalf of all Lenders in connection with the preparation, execution, delivery and administration of this Agreement and the consummation enforcement of the transactions contemplated herebyLoan Documents. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and in connection Administrative Agent or any Lender pays such costs, charges or expenses, Borrower shall reimburse Administrative Agent or such Lender, as appropriate, on demand for the amounts so paid, together with advising interest thereon at the Default Rate for Base Rate Loans from the date of demand. Borrower agrees to indemnify Administrative Agent as to and each Lender and their rights respective directors, officers, employees and responsibilities with respect theretoagents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of (A) any claims by brokers due to acts or omissions by Borrower or (B) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loans, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any amendmentssuch investigation or litigation or other proceedings (but excluding any such losses, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, damages or expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out reason of their duties under this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the LendersPerson to be indemnified). The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 and under Article III shall survive the repayment of all amounts due under or in connection with any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersLoan Documents and the termination of the Loans.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) All expenses incurred by the reasonable Company in complying with Sections 3 and 4, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses incurred in connection with complying with state securities or "blue sky" laws, fees of outside the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, and costs of issuance, but excluding any Selling Expenses, are called "Registration Expenses." All brokerage commission and expenses, underwriting discounts, commissions and expenses and the fees and disbursements of Company Shareholders' counsel to the Agent and accountants are called "Selling Expenses." The Company will pay all Registration Expenses in connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable registration statement under Section 3. All Selling Expenses in connection with the execution, delivery, filing or recording registration statement under Section 3 shall be borne by the participating Company Shareholders in proportion to the number of this Agreementshares sold by each. (b) In connection with the registration of the Restricted Stock under the Securities Act pursuant to Section 3 hereof, the Notes Company agrees to indemnify and hold each Company Shareholder and each person, if any, who controls any Company Shareholder within the other Loan Documents and the consummation meaning of Section 15 of the transactions contemplated hereby, and Securities Act harmless against any and all losses, claims, damages or liabilities with respect to which they or resulting from any delay of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages, liabilities or actions shall arise out of or shall be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in paying or omitting the registration statement relating to pay the sale of such taxes or fees, and (c) all reasonable costs and expenses shares of the Agent and the Lenders Restricted Stock (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement ofdocuments incorporated therein by reference), or the exercise omission or preservation of any rights underalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out of their duties case, at the time it became effective under this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is soughtSecurities Act, or (ii) any disputes untrue statement or claims between alleged untrue statement of a material fact contained in any preliminary prospectus (as amended or supplemented if the Agent and Company shall have filed with the Commission any one amendment thereof or more supplement thereto), if used prior to the effective date of such registration statement, or contained in the prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), if used within the period during which the Company shall be required to keep the registration statement to which such prospectus relates effective pursuant to the terms of this Agreement, or the omission or alleged omission to state therein (if so used) a material fact necessary in order to make the statements therein, in light of the Lenders circumstances under which they were made, not misleading; provided, however, that the indemnification agreement contained in this Paragraph 5(b) shall not apply to such losses, claims, damages, liabilities or between actions which shall arise from the sale of shares of Restricted Stock to any Lender person if such losses, claims, damages, liabilities or actions shall arise out of or shall be based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission shall have been (x) made in reliance upon and in conformity with information furnished in writing to the Company by any Company Shareholder specifically for use in connection with the preparation of the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any such amendment thereof or supplement thereto or (y) made in any preliminary prospectus, and the prospectus contained in the registration statement in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act shall have corrected such statement or omission and a copy of such prospectus shall not have been sent or given to such person at or prior to the confirmation of such sale to him. (c) In connection with the registration of the Restricted Stock under the Securities Act pursuant to Section 3 hereof, each of the Company Shareholders, severally and jointly, agrees in the same manner and to the same extent as set forth in Paragraph 5(b) of this Agreement to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, its directors and those officers of the Company who shall have signed any such registration statement with respect to any statement in or omission from such registration statement or any preliminary prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or prospectus contained in such registration statement (as amended or as supplemented, if amended or supplemented as aforesaid), if such statement or omission shall have been made in reliance upon and in conformity with information furnished in writing to the Company by such Company Shareholder specifically for use in connection with the preparation of such registration statement or any preliminary prospectus or prospectus contained in such registration statement or any such amendment thereof or supplement thereto. (d) Each party indemnified under Paragraph 5(b) or (c) of this Agreement shall, promptly after receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Paragraph 5(b) or (c) of this Agreement, unless the indemnifying party was prejudiced by such omission, and only to the extent so prejudiced. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under Paragraph 5(b) or (c) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (e) In order to provide for just and equitable contribution to joint liability in any case in which a claim for indemnification is made pursuant to this Section 5 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case, the Company and each Company Shareholder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in proportion to the relative fault of the Company, on the one hand, and each Company Shareholder, severally, on the other hand; provided, however, that, in any such case, no person or more other Lendersentity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) the Debtor shall reimburse Lender for any reasonable costs and out-of-pocket expenses including attorneys’ fees and expenses time charges of outside counsel to attorneys for Lender, which attorneys may be employees of Lender, in connection with the Agent closing of the Term Loan paid or incurred by Lender in connection with the preparation, negotiation, execution, delivery delivery, syndication, review, amendment, modification, and administration of this Agreement the Loan Documents. Debtor also agrees to reimburse Lender for any reasonable costs and the consummation out-of-pocket expenses (including attorneys’ fees and time charges of the transactions contemplated herebyattorneys for Lender, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers which attorneys may be employees of Lender) paid or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable incurred by Lender in connection with the executioncollection and enforcement of the Loan Documents. (b) Debtor hereby further agrees to indemnify Lender, deliveryits respective affiliates and each of their directors, filing officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable expenses of litigation or recording preparation therefor whether or not Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or resulting from a material breach by Debtor of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated herebyDocuments, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under this Agreement or any other Loan Documents or the transactions contemplated hereby or the Property (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing including its environmental condition) except to the extent that they arise are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or the Lendersparty seeking indemnification. Borrower and its Subsidiaries, taken as a whole, will not be obligated The obligations of Debtor under this Section 11.05 or any indemnification provision shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered this Agreement. (c) To the extent either party institutes legal proceedings to enforce its rights hereunder, the losing party shall be obligated to pay and reimburse the prevailing party for all reasonable costs and expenses incurred by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firmsthe prevailing party in connection therewith, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lendersincluding reasonable attorneys’ fees.

Expenses; Indemnification. (a) The Borrower Company agrees to pay, or reimburse the Agent for the payment of, on demand, (ai) the reasonable fees and expenses of outside counsel to the Agent Agent, including without limitation the fees and expenses of Dick▇▇▇▇▇ ▇▇▇g▇▇ ▇▇▇C, in connection with the preparation, execution, delivery and administration of this Agreement and Agreement, the consummation of Notes, the transactions contemplated hereby, Security Documents and in connection with advising the Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, Notes, the Notes and Security Documents (or the other Loan Documents and verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify Agreement and (iv) all reasonable costs and expenses of the Agent and the Lenders for (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all liabilitiescosts and expenses which any of them may incur relative to any payment under any Letter of Credit. (b) The Company hereby indemnifies and agrees to hold harmless the Lenders and the Agent, obligationsand their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) which the 55 61 Lenders or the Agent or any such person may incur or which may be imposed onclaimed against any of them by reason of or in connection with any Letter of Credit, incurred by or asserted against and neither any Lender nor the Agent or any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the Lenders use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any way relating or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or arising out adequate reference to such Letter of their duties under this Agreement Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other Loan Documents event or the transactions contemplated hereby (excludingcircumstance whatsoever arising in connection with any Letter of Credit; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower Company shall not be required to indemnify the Lenders and the Agent and such other persons, and the Lenders shall be liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Agent's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the Agent's payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the foregoing Letter of Credit to the extent they arise from extent, but only to the extent, that such payment constitutes gross negligence of willful misconduct of the Agent. It is understood that in making any payment under a Letter of Credit the Agent will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or willful misconduct of the Agent in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Lenders. Borrower Lenders are alleged to be liable and its Subsidiaries, taken as it shall be a whole, will not be obligated precondition of the assertion of any liability of the Lenders under this Section 11.05 that the Company shall first have materially exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions. (c) The Company hereby indemnifies and agrees to hold harmless the Lenders and the Agent, and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including reasonable attorneys fees and disbursements incurred in connection with any investigative, administrative or judicial proceeding whether or not such person shall be designated as a party thereto) which the Lenders or the Agent or any indemnification provision such person may incur at any time or which may be claimed against any of them at any time by reason of or in connection with entering into the Loan Documents or the transactions contemplated thereby, including without limitation those arising under Environmental Laws, any transaction financed or to be financed in whole or in part, directly or indirectly, with any proceeds of any Guaranty or Subsidiary Security Agreement Advance or any other agreement delivered by Borrower actions of the Company or a Subsidiary pursuant any Guarantor; provided, however, that the Company shall not be required to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent indemnify any such Lender and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more such other person, to the extent, but only to the extent, that such claim, damage, loss, liability, cost or expense is attributable to the gross negligence or willful misconduct of such Lender or the Lenders or between any Lender with one or more other LendersAgent, as the case may be.

Expenses; Indemnification. The Borrower agrees Borrowers will from time to pay, or time reimburse the Administrative Agent promptly following demand for the payment all reasonable out-of, on demand, -pocket expenses (a) including the reasonable fees and expenses of outside counsel to the Agent legal counsel) in connection with (i) the preparationpreparation of the Loan Documents, execution(ii) the making of any Loans, delivery and (iii) the administration of this Agreement and the consummation of the transactions contemplated herebyLoan Documents, and in connection with advising the Agent as including but not limited to their rights and responsibilities with respect thereto, and in connection with any all amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined advice concerning the Loan Documents. The Borrowers also will from time to be payable in connection with time reimburse the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Administrative Agent and the Lenders each Bank for all out-of-pocket expenses (including the reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwisecounsel) in connection with any Default or Event of Default or the enforcement ofof the Loan Documents. In addition to the payment of the foregoing expenses, or each Borrower hereby agrees to indemnify, protect and hold the exercise or preservation Administrative Agent, each Bank and any holder of any rights underNote and the officers, this Agreement or any other Loan Document or in connection with any refinancing or restructuring directors, employees, agents, affiliates and attorneys of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify Administrative Agent, each Bank and such holder (collectively, the Agent "Indemnitees") harmless from and the Lenders for against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or and disbursements of any kind and nature whatsoever (or nature, including reasonable attorneys’ fees) fees and expenses of legal counsel, which may be imposed on, incurred by by, or asserted against the Agent such Indemnitee by any Borrower or the Lenders in any way relating to or arising other third parties and arise out of their duties under or relate to this Agreement or any the other Loan Documents or any other matter whatsoever related to the transactions contemplated hereby (excludingby or referred to in this Agreement or the other Loan Documents; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower Borrowers shall not be liable for any of the foregoing have no obligation to an Indemnitee hereunder to the extent they arise from that the liability incurred by such Indemnitee has been determined by a court of competent jurisdiction to be the result of gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderssuch Indemnitee.

Expenses; Indemnification. The Loan shall be made without cost to Lender. Borrower covenants and agrees to paypay all costs, or reimburse the Agent for the payment ofexpenses and charges (including, on demandwithout limitation, (a) the reasonable all fees and expenses charges of outside counsel to engineers, appraisers, the Agent Engineering Consultant and Lender's Counsel) incurred by Lender in connection with (i) the preparation, execution, delivery preparation for and administration of this Agreement and the consummation of the transactions contemplated hereby, hereby or for the performance hereof and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents Documents, and for any services which may be required in addition to those normally and reasonably contemplated hereby and (ii) the consummation enforcement hereof or of any or all of the transactions contemplated herebyother Loan Documents. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and any and all liabilities Lender pays such costs, charges or expenses, Borrower shall reimburse Lender on demand for the amounts so paid, together with respect to or resulting from any delay interest thereon at the "Default Rate" (as said quoted term is defined in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementMortgage). The Borrower further agrees to indemnify the Agent Lender and the Lenders for its directors, officers, employees and agents from, and hold each of them harmless against, (x) any and all liabilitieslosses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loan, obligationsincluding, without limitation, the fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements damages and liabilities of any kind kind, including in tort, penalties and nature whatsoever (including reasonable attorneys’ fees) which may be imposed oninterest, incurred arising out or by reason of any matter relating, directly or asserted against indirectly, to the Agent Mortgage or the Lenders in any way relating to ownership, condition, development, construction, sale, rental or arising out financing of their duties under this Agreement the Property or Improvements or any other Loan Documents part thereof (but excluding any such losses, liabilities, claims, damages or the transactions contemplated hereby (excluding, unless a Default or an Event expenses incurred solely by reason of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lendersparty to be indemnified). The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 shall survive the repayment of all amounts due under or in connection with any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersLoan Documents and the termination of the Loan.

Expenses; Indemnification. (a) The Borrower Company agrees to pay, or reimburse the Agent for the payment of, on demand, (ai) the reasonable fees and expenses of outside counsel to the Agent in connection with the preparation, execution, delivery and administration of this Agreement the Loan Documents, the review of the Subordinated Debt Documents and the Preferred Stock Documents and the consummation of the transactions contemplated herebyhereby and thereby, and in connection with advising the Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default Unmatured Event or Event of Default or the enforcement ofor collection, or the exercise or preservation preservation, of any rights under, this Agreement or under any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementAgreement (which costs and expenses shall be deemed to include, without limitation, those incurred by any auditor or consultant engaged by counsel for the Agent pursuant to Section 5.1(e) hereof), and (iv) all costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit or Existing Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit or Existing Letter of Credit. Without in any way limiting the foregoing, each reference to the Agent and its counsel in this Section 8.5(a) shall apply equally to Bank One, in its capacity as a Lender of all or any portion of the Term Loan hereunder, or in its capacity as the issuer of any Existing Letter of Credit, and its counsel. (b) The Borrower further Company agrees to indemnify each Lender, the Agent Agent, Bank One (in its capacity as the issuer of any Existing Letter of Credit) and each of their respective officers, directors, employees and agents (collectively, the Lenders for "Indemnified Parties") and hold each Indemnified Party harmless from and against any and all liabilities, obligations, losses, damages, penaltiescosts and expenses of any kind, actionsincluding, judgmentswithout limitation, suitsthe reasonable fees and disbursements of counsel, which may be incurred by any Indemnified Party in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnified Party shall be designated a party thereto) (collectively, the "Indemnified Liabilities") at any time relating to (whether before or after the execution of this Agreement) any of the following: (i) any actual or proposed use of any Loan, Letter of Credit or Existing Letter of Credit hereunder by the Company or any of its Subsidiaries or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan; (ii) the entering into and performance of this Agreement and any other Loan Document by any of the Indemnified Parties (including any action brought by or on behalf of the Company as the result of any determination by any Lender not to make any Loan); (iii) any investigation, litigation or proceeding related to any Permitted Acquisition or proposed Permitted Acquisition by the Company or any of its Subsidiaries of all or any portion of the stock or assets of any Person or to the issuance of, or any other matter relating to, any Subordinated Debt or Preferred Stock, whether or not any Indemnified Party is a party thereto; (iv) any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to any release by the Company or any of its Subsidiaries of any Hazardous Material or any violations of Environmental Laws; or (v) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from, any real property owned or operated by the Company or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or disbursements claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, the Company or such Subsidiary, except for any kind such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the activities of the Indemnified Party on the property of the Company or any Subsidiary conducted subsequent to a foreclosure on such property by any Indemnified Party or by reason of the relevant Indemnified Party's gross negligence or wilful misconduct or breach of this Agreement, (vi) and nature whatsoever (including reasonable attorneys’ fees) which if and to the extent that the foregoing undertaking may be imposed onunenforceable for any reason, incurred by or asserted against the Agent or Company hereby agrees to make the Lenders in any way relating maximum contribution to or arising out the payment and satisfaction of their duties each of the Indemnified Liabilities which is permissible under this Agreement applicable law. The Company shall be obligated to indemnify the Indemnified Parties for all Indemnified Liabilities subject to and pursuant to the foregoing provisions, regardless of whether the Company or any other Loan Documents or of its Subsidiaries had knowledge of the transactions contemplated hereby (excludingfacts and circumstances giving rise to such Indemnified Liability; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that no Indemnified Party shall have the Borrower shall not right to be liable indemnified hereunder for any of the foregoing to the extent they arise from the its own gross negligence or willful misconduct as determined by a court of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderscompetent jurisdiction.

Expenses; Indemnification. The Borrower agrees to pay, or shall reimburse the Agent and each of the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the payment ofAgent or the Arrangers, on demand, (a) the reasonable fees and expenses which attorneys may be employees of outside counsel to the Agent or the Arrangers) paid or incurred by the Agent or either Arranger in connection with the preparation, negotiation, execution, delivery delivery, review, amendment, modification, and administration of this Agreement the Loan Documents; provided that in the case of each of the Arrangers, the foregoing reimbursement obligation shall apply only to such costs, charges and expenses paid or incurred prior to the end of the Syndication Period. The Borrower also agrees to reimburse the Agent, the Arrangers and the consummation Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, the Arrangers and the Lenders, which attorneys may be employees of the transactions contemplated herebyAgent, and in connection with advising the Agent as to their rights and responsibilities with respect theretoArrangers or the Lenders) paid or incurred by the Agent, and in connection with either Arranger or any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable Lender in connection with the execution, delivery, filing or recording of this Agreement, the Notes collection and the other Loan Documents and the consummation enforcement of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementDocuments. The Borrower further agrees to indemnify the Agent Agent, each Arranger, each Lender and the Lenders for any their respective Affiliates, and such entities' respective directors, officers and employees (each an "Indemnitee") against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all reasonable expenses of litigation or disbursements of preparation therefor whether or not the Agent, either Arranger or any kind and nature whatsoever (including reasonable attorneys’ feesLender is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Loan or Letter of Credit hereunder except to the extent they arise that such losses, claims, damages, penalties, judgments, liabilities and expenses are found in a final judgment by a court of competent jurisdiction to have arisen solely from the gross negligence Gross Negligence or willful misconduct of such Indemnitee. The obligations of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Borrower agrees to pay, or Company shall reimburse (i) the Agent for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and, in connection with the payment ofpreparation, on demandexecution and delivery of the Loan Documents, (atime charges of attorneys for the Agent, which attorneys may be employees of the Agent) the reasonable fees and expenses of outside counsel to paid or incurred by the Agent in connection with the preparation, review, execution, delivery delivery, amendment, modification and administration of this Agreement and the consummation Loan Documents provided, however, that such time charges of the transactions contemplated hereby, and in connection with advising attorneys for the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the executionpreparation, delivery, filing or recording execution and delivery of this Agreement, the Notes Loan Documents shall be limited as heretofore agreed to in writing by the Agent and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or feesCompany, and (cii) all reasonable costs and expenses of the Agent and the Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and expenses time charges of counsel attorneys for the Agent and whether the Lenders) paid or incurred through negotiations, legal proceedings by the Agent or otherwise) 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 and the Lenders in a final judgment in any Default such collection or Event of Default or the enforcement ofaction), or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementAgreement in the nature of a "work-out" or any insolvency or bankruptcy proceedings in respect of the Company. The Borrower Company further agrees to indemnify the Agent and the Lenders for any each Lender, its directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by preparation therefor whether or asserted against not the Agent or any Lender is a party thereto) (collectively, the Lenders in "Indemnified Amounts") which any way relating to of them may pay or incur arising out of their duties under this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident relating to the performance direct or indirect application or proposed application of their duties the proceeds of any Loan hereunder); provided provided, however, that the Borrower Company shall not be liable to any Lender for any of the foregoing to the extent they arise Indemnified Amounts resulting from the any Lender's gross negligence or willful misconduct misconduct. The obligations of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated Company under this Section 11.05 or any indemnification provision 10.6 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Loan shall be made without cost to Lender. Borrower covenants and agrees to paypay all costs, or reimburse the Agent for the payment ofexpenses and charges, on demandincluding, (a) the without limitation, all reasonable fees and expenses charges of outside counsel to the Agent legal counsel, surveyors and appraisers incurred by Lender in connection with (i) the preparation, execution, delivery preparation for and administration of this Agreement and the consummation of the transactions contemplated hereby, hereby or for the performance hereof and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents Documents, and for any services which may be required in addition to those normally contemplated hereby and (ii) the consummation enforcement hereof or of any or all of the transactions contemplated herebyother Loan Documents. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and any and all liabilities Lender pays such costs, charges or expenses, Borrower shall reimburse Lender on demand for the amounts so paid, together with respect to or resulting from any delay interest thereon at the “Default Rate” (as said quoted term is defined in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementNote). The Borrower further agrees to indemnify the Agent Lender and the Lenders for its directors, officers, employees and agents from, and hold each of them harmless against, (x) any and all liabilitieslosses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loan, obligationsincluding, without limitation, the fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements damages and liabilities of any kind kind, including in tort, penalties and nature whatsoever (including reasonable attorneys’ fees) which may be imposed oninterest, incurred arising out or by reason of any matter relating, directly or asserted against indirectly, to the Agent Mortgage or the Lenders in any way relating to ownership, condition, development, construction, sale, rental or arising out financing of their duties under this Agreement the Property or any other Loan Documents part thereof (but excluding any such losses, liabilities, claims, damages or the transactions contemplated hereby (excluding, unless a Default or an Event expenses incurred solely by reason of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lendersparty to be indemnified). The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 shall survive the repayment of all amounts due under or in connection with any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenders.Loan Documents and the

Expenses; Indemnification. The (i) Borrower agrees shall not be responsible to pay, or reimburse the Agent Lender for any costs, internal charges and out of pocket expenses (including expenses of and fees for attorneys for the payment of, on demand, (aLender who also are employees of the Lender) paid or incurred by the reasonable fees and expenses of outside counsel to the Agent Lender in connection with the preparation, negotiation, execution, delivery, and review of the Loan Documents; provided, however, that Borrower shall reimburse the Lender for the reasonable expenses of a single outside counsel for the Lender in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the consummation review of the transactions contemplated herebyLoan Documents executed on the Closing Date in an amount not to exceed $10,000. Borrower agrees to reimburse the Lender for (A) all reasonable costs, internal charges and in connection with advising out of pocket expenses (including reasonable expenses of and fees for attorneys for the Agent as to their rights and responsibilities with respect theretoLender, and which attorneys may be employees of the Lender) paid or incurred by the Lender in connection with any amendments, waivers amendment or consents in connection therewithmodification of the Loan Documents, and (b) all stamp the collection and other taxes and fees payable or determined to be payable in connection with enforcement of the execution, delivery, filing or recording Obligations of this Agreement, Borrower under the Notes and the other Loan Documents and the consummation (including in any “work-out” or restructuring of the transactions contemplated hereby, and any and all liabilities Obligations of Borrower resulting from the occurrence of a Default with respect to Borrower) and (B) any civil penalty or resulting from any delay in paying or omitting to pay such taxes or feesfine assessed by OFAC against, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable counsel fees and expenses of counsel and whether disbursements) incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event defense thereof, by the Lender as a result of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The conduct by Borrower further that violates a sanction enforced by OFAC. (ii) Borrower agrees to indemnify the Agent Lender, its affiliates, and each of the Lenders for any directors, officers and employees of the foregoing Persons (collectively, the “Indemnified Parties”) against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and reasonable expenses or disbursements of any kind and nature whatsoever (including all reasonable attorneys’ feesexpenses of litigation or preparation therefor whether or not any Indemnified Party is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of the Loan hereunder except to the extent that they arise are determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or Indemnified Party seeking indemnification. The obligations of the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision 9.6 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Borrower agrees to pay, or shall reimburse the Agent for the payment any costs, internal charges and out-of-pocket expenses (including, on demandwithout limitation, (a) the all reasonable fees for consultants and reasonable fees and reasonable expenses for attorneys for the Agent, which attorneys may be employees of outside counsel to the Agent) paid or incurred by the Agent in connection with the preparation, executionnegotiation, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreementreview, the Notes amendment, modification, and the other Loan Documents and the consummation administration of the transactions contemplated hereby, Loan Documents; provided that the provisions of Section 12.2.1 and any and all liabilities 12.3.1 shall govern with respect to or resulting from any delay in paying or omitting to pay such taxes or feespayment of the fees and expenses associated with the sale of participating interests in, and (c) all reasonable costs and expenses of assignments of, the Loans. The Borrower also agrees to reimburse the Agent and the Lenders for any costs, internal charges and out-of-pocket expenses (including including, without limitation, all reasonable fees and reasonable expenses for attorneys for the Agent and the Lenders, which attorneys may be employees of counsel and whether the Agent or the Lenders) paid or incurred through negotiations, legal proceedings by the Agent or otherwise) any Lender in connection with any Default or Event of Default or the collection and enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementLoan Documents (including, without limitation, any workout). The Borrower further agrees to indemnify the Agent and the Lenders for any each Lender, its directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by preparation therefor whether or asserted against not the Agent or the Lenders in any way relating to Lender is a party thereto) which any of them may pay or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the Properties, the transactions contemplated hereby (excludingor the direct or indirect application or proposed application of the proceeds of any Loan hereunder, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, except that the Borrower foregoing indemnity shall not be liable for any of the foregoing apply to a Lender to the extent they arise from that any losses, claims, damages, penalties, judgments, liabilities and expenses are the result of such Lender's gross negligence or willful misconduct misconduct. The obligations of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, Transferor and ICP jointly and severally shall pay on demand, demand (a) the all reasonable out-of-pocket fees and expenses (including reasonable attorneys' fees and expenses) of outside counsel to the Agent incurred in connection with the preparation, execution, delivery delivery, administration, amendment, modification and administration waiver of this Agreement the Transaction Documents and the consummation making and repayment of the transactions contemplated herebyPurchases, including any Servicer or collection agent fees paid to any third party for services rendered to the Purchasers and the Agent in collecting the Receivables and (b) all reasonable out-of-pocket fees and expenses of the Purchasers and the Agent (including reasonable attorneys' fees and expenses of their counsel) incurred in connection with advising performance by the Agent as to their rights of its administrative duties under this Agreement, any consulting performed by the Agent at the request of the Transferor, and responsibilities with respect theretothe enforcement of the Transaction Documents against Transferor, Servicer, Guarantor and the Sellers and in connection with any amendmentsworkout or restructuring of the Transaction Documents. In addition, waivers or consents in connection therewith, Transferor will pay any and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording enforcement of this AgreementAgreement or any payment made under the Transaction Documents, and hereby indemnifies and saves the Notes Agent and the other Loan Documents Purchasers harmless from and the consummation of the transactions contemplated hereby, and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such the taxes or and fees, . Transferor and (c) all reasonable costs ICP jointly and expenses of the Agent severally agree to reimburse and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and each Purchaser and their respective officers, directors, shareholders, controlling Persons, employees and agents (collectively, the Lenders for "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any whatsoever kind and or nature whatsoever (including reasonable attorneys’ fees) which that may be imposed on, incurred by or asserted against or incurred or suffered by the Agent or the Lenders Purchasers (including fees and expenses of legal counsel, accountants and experts) in any way relating to or arising out of their duties any Transaction Document. Additional amounts sufficient to indemnify the Purchasers, Agent or other Indemnitees under this Agreement Section 10.5 shall constitute "Additional Amounts" for purposes of the Supplement, and the Purchasers, Agent or any other Loan Documents or the transactions contemplated hereby (excludingIndemnities shall be entitled to receive these additional amounts, unless a Default or an Event of Default has occurred solely from amounts allocated thereto and is continuing, normal administrative costs and expenses incident paid pursuant to the performance of their duties hereunder); provided howeverSupplement. Notwithstanding the foregoing (and with respect to clause (x) below, without prejudice to the rights that an Indemnitee may have pursuant to the Borrower shall not be liable for any other provisions of the foregoing to the extent they arise Transaction Documents), in no event shall any Indemnitee be indemnified against any amounts (w) resulting from the gross negligence or willful misconduct on the part of such Indemnitee (or any of its officers, directors, employees, affiliates or agents) or the failure of such Indemnitee to perform its obligations under the Transaction Documents, (x) to the extent they include amounts in respect of Receivables and reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor or (y) to the extent they are or result from lost profits (other than any interest or prepayment premium or early termination amount). If for any reason the indemnification provided in this section is unavailable to an Indemnitee or is insufficient to hold it harmless, then Transferor and ICP jointly and severally shall contribute to the amount paid by the Indemnitee as a result of any loss, claim, damage or liability in a proportion that is appropriate to reflect not only the relative benefits received by the Indemnitee on the one hand and Transferor and ICP on the other hand, but also the relative fault of the Agent or Indemnitee (if any), Transferor and ICP and any other relevant equitable considerations; provided that the Lenders. Borrower Transferor shall not, and its Subsidiaries, taken as a whole, will shall not be obligated under this Section 11.05 or to, pay any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary amount pursuant to this Agreement for (i) more than one firm Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor pursuant to the penultimate paragraph of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, Section 4.3 or (ii) any disputes or claims between the Agent and any one or more priority fifth of Section 4.4 of the Lenders Supplement, and there shall be no recourse to Transferor for all or between any Lender with one part of any amounts payable pursuant to this section if the funds are at any time insufficient to make all or more other Lenderspart of any such payments. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency.

Expenses; Indemnification. The Borrower agrees to pay, or shall reimburse the Agent Lender for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the payment of, on demand, (aLender) paid or incurred by the reasonable fees and expenses of outside counsel to the Agent Lender in connection with (i) the preparation, review, execution, delivery and delivery, administration, amendment, modification or administration of this Agreement and the consummation any of the transactions contemplated hereby, other Lender Agreements and in connection with advising the Agent as to their rights related instruments and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, documents and (bii) all stamp the Lender's due diligence review of the Borrower and other taxes its Subsidiaries, including the Lender's field examinations of the books, records, accounts and inventory of the Borrower and its Subsidiaries, including PHI. The Borrower shall reimburse the Lender for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees payable and time charges of attorneys for the Lender, which attorneys may be employees of the Lender, as the case may be) paid or determined to be payable incurred by the Lender in connection with the execution, delivery, filing or recording collection and enforcement of this Agreement, the Notes Agreement and any of the other Loan Documents Lender Agreements and the consummation of the transactions contemplated hereby, related instruments and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreementdocuments. The Borrower further agrees to indemnify the Agent Lender, its directors, officers and the Lenders for any and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and reasonable expenses (including, costswithout limitation, all expenses of litigation or disbursements of any kind and nature whatsoever (including reasonable attorneys’ feespreparation therefor whether or not the Lender is a party thereto) which any of them may be imposed onpay or incur in connection with litigation or investigation of, incurred by against or asserted against the Agent involving Borrower or the Lenders in any way relating to or of its Subsidiaries arising out of their duties under or relating to (A) this Agreement or any Agreement, (B) the other Loan Documents or Lender Agreements, (C) the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any loan hereunder (excludingother than litigation commenced by Borrower or any of its Subsidiaries against the Lender which seeks enforcement of the rights of Borrower or any of its Subsidiaries hereunder or under any Lender Agreement which litigation is resolved by the entry of an order, unless decree or judgment from a Default court of competent jurisdiction in favor of Borrower or an Event of Default has occurred its Subsidiaries and is continuing, normal administrative costs and expenses incident adverse to the performance Lender), or (D) the Borrower's proposed acquisition of their duties hereunder); TVM Group, Inc. and its subsidiaries, provided however, that the Borrower Lender shall not be liable indemnified hereunder for any of the foregoing to the extent they arise loss, claim, damage, penalty, judgment, liability or expense resulting from the its gross negligence or willful misconduct wilful misconduct. The obligations of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision 13.12 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any this Agreement. The Borrower also agrees to pay all stamp and other agreement delivered by Borrower or a Subsidiary pursuant to taxes in connection with the execution and delivery of this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent related instruments and any one or more of the Lenders or between any Lender with one or more other Lendersdocuments.

Expenses; Indemnification. The Borrower agrees to paypay all reasonable out-of-pocket costs and expenses, or reimburse the Agent for the payment of, on demand, (a) including the reasonable fees and expenses disbursements of outside counsel to counsel, incurred by the Agent Lender in connection with the preparation, execution, execution and delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes Existing Credit Agreement and the other Loan Related Documents and the consummation of the transactions contemplated hereby, any amendments and any and all liabilities with respect to waivers hereof or resulting from any delay in paying or omitting thereof. The Borrower also agrees to pay such taxes or fees, and (c) all reasonable out-of-pocket costs and expenses of expenses, including the Agent and the Lenders (including reasonable fees and expenses disbursements of counsel and whether counsel, incurred through negotiations, legal proceedings or otherwise) by the Lender in connection with any Default or Event the administration and enforcement of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreementother Related Documents and the collection of any amounts owing hereunder or thereunder. The In addition, the Borrower further agrees to will indemnify the Agent Lender against, and on demand reimburse the Lenders for Lender for, any and all liabilities, obligations, losses, damages, penalties, stamp and other similar taxes, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and nature whatsoever (including reasonable attorneys’ fees) disbursements of counsel, which may at any time be imposed on, incurred by or asserted against the Agent or the Lenders Lender in any way relating to or arising out of their duties under this Agreement or Agreement, any other Loan Documents Related Document or the transactions contemplated hereby (excluding, unless a Default or an Event by the Letter of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder)Intent; provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or Lender, as determined by a court of competent jurisdiction in a final, non-appealable judgment. Notwithstanding anything in this Agreement to the Lenderscontrary, the provisions of this Section 10.03 shall survive the termination of this Agreement. If and to the extent that the obligations of the Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or are unenforceable for any indemnification provision reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification such obligations as is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderspermissible under applicable Laws.

Expenses; Indemnification. (a) The Borrower agrees Borrowers jointly and severally agree to pay, or reimburse the Agent for the payment of, on demand, (ai) the reasonable fees and expenses of outside counsel to the Agent Agent, including without limitation the fees and expenses of Dick▇▇▇▇▇ ▇▇▇g▇▇ ▇▇▇C, in connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, Loan Documents and in connection with advising the Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and (or the verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify Agreement in connection with any Event of Default and (iv) all reasonable costs and expenses of the Agent (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Lenders for Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all liabilitiescosts and expenses which any of them may incur relative to any payment under any Letter of Credit. (b) The Borrowers jointly and severally hereby indemnify and agree to hold harmless the Lenders and the Agent, obligationsand their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) which the Lenders or the Agent or any such Person may incur or which may be imposed onclaimed against any of them by reason of or in connection with any Letter of Credit, incurred by or asserted against and neither any Lender nor the Agent or any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the Lenders use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any way relating or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or arising out adequate reference to such Letter of their duties under this Agreement Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other Loan Documents event or the transactions contemplated hereby (excludingcircumstance whatsoever arising in connection with any Letter of Credit; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower Company shall not be required to indemnify the Lenders and the Agent and such other Persons, and the Lenders shall be liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Agent's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the foregoing Letter of Credit to the extent they arise from extent, but only to the extent, that such payment constitutes gross negligence of willful misconduct of the Agent. It is understood that in making any payment under a Letter of Credit the Agent will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or willful misconduct of the Agent in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Lenders. Borrower Lenders are alleged to be liable and its Subsidiaries, taken as it shall be a whole, will not be obligated precondition of the assertion of any liability of the Lenders under this Section 11.05 that the Company shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any indemnification provision related transactions. (c) Each Borrower hereby jointly and severally indemnifies and agrees to hold harmless the Lenders and the Agent, and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any Guaranty kind or Subsidiary Security Agreement nature whatsoever (including reasonable attorneys fees and disbursements incurred in connection with any investigative, administrative or any other agreement delivered by Borrower judicial proceeding whether or not such Person shall be designated as a Subsidiary pursuant to this Agreement for (iparty thereto) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between the Agent or any Lender such Person may incur or which may be claimed against any of them by reason of or in connection with one entering into this Agreement or more other Lenders.the transactions contemplated hereby, including without limitation those arising in connection with or relating to any

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) the reasonable fees and expenses of outside counsel to the Agent in connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and The Borrower shall pay (bi) all stamp and other taxes and fees payable or determined to be payable in connection with the executionreasonable, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the Lenders (including reasonable fees fees, charges and expenses disbursements of counsel for the Administrative Agent and whether incurred through negotiationsits Affiliates, legal proceedings or otherwise) in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any Default amendments, modifications or Event of Default waivers thereof (whether or not the enforcement of, or the exercise or preservation of any rights under, transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or any refinancing Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or restructuring negotiations in respect of such Loans or Letters of Credit. Notwithstanding anything herein to the contrary Borrower and Co-Borrower's obligation to reimburse any Person hereunder for fees, charges and disbursements of counsel shall be limited to reasonable fees, charges and disbursements of counsel actually incurred. (b) The Borrower and the Co-Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent foregoing (each, an "INDEMNITEE") against, and the Lenders for hold each of them harmless from, any and all liabilities, obligationscosts, losses, damagesliabilities, penaltiesclaims, actionsdamages and related expenses, judgmentsincluding the fees, suits, costs, expenses or charges and disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) counsel for any Indemnitee, which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or Indemnitee arising out of, in connection with or as a result of their duties under (i) the execution or delivery of this Agreement or any other Loan Documents agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of any of the transactions contemplated hereby hereby, (excludingii) any Loan or Letter of Credit or any actual or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), unless a Default (iii) any actual or an Event alleged presence or release of Default has occurred and is continuing, normal administrative costs and expenses incident Hazardous Materials on or from any property owned by the Borrower or any Subsidiary or any Environmental Liability related in any way to the performance Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of their duties hereunder)the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided howeverprovided, that the Borrower and the Co-Borrower shall not be liable obligated to indemnify any Indemnitee for any of the foregoing to the extent they arise from the gross negligence or willful misconduct arising out of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenders.such Indemnitee's

Expenses; Indemnification. (a) The Borrower Company agrees to pay, or reimburse the Agent for the payment of, on demand, (ai) the reasonable fees, without premium, and expenses of counsel to the Agent, including without limitation the reasonable fees and expenses of outside counsel to Dickinson, Wright, Moon, Van Dusen & ▇▇▇▇▇▇▇ as agreed upon with the Agent Company in connection with the preparation, execution, delivery and administration of this Agreement the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders (including without limitation reasonable fees and expenses of counsel, which counsel shall be acceptable to the Required Banks, including without limitation counsel who are employees of the Agent, and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other under the Loan Document Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify Agreement and (iv) all reasonable costs and expenses of the Agent and the Lenders for Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all liabilitiescosts and expenses which any of them may incur relative to any payment under any Letter of Credit. (b) Each Borrower hereby indemnifies and agrees to hold harmless the Banks and the Agent, obligationsand their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) which the Banks or the Agent or any such person may incur or which may be imposed on, incurred claimed against any of them by reason of or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under connection with entering into this Agreement or any other Loan Documents or the transactions contemplated hereby (excludinghereby; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the no Borrower shall not be liable for required to indemnify any of such Bank and the foregoing Agent or such other person, to the extent they arise from extent, but only to the extent, that such claim, damage, loss, liability, cost or expense is attributable to the gross negligence or willful misconduct of the Agent such Bank or the Lenders. Borrower and its SubsidiariesAgent, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderscase may be.

Expenses; Indemnification. (a) The Borrower agrees (a) to pay, pay or reimburse the Agent Agents for all costs and expenses incurred in connection with the payment ofdevelopment, on demandpreparation, negotiation and execution of this Credit Agreement and the other Credit Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (awhether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions (including assignments pursuant to Section 11.3) the contemplated hereby and thereby, including all reasonable fees and expenses of outside counsel to the Agent in connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewithcounsel, and (b) to pay or reimburse the Agents and each Lender for all stamp costs and other taxes and fees payable or determined to be payable expenses incurred in connection with the executionenforcement, deliveryattempted enforcement, filing or recording preservation of any rights or remedies under this Agreement, the Notes and Credit Agreement or the other Loan Credit Documents and the consummation of the transactions contemplated hereby, and any and (including all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses incurred during any "workout" or restructuring in respect of the Agent Loans and Letters of Credit and during any legal proceeding, including any proceeding under any the Lenders (Bankruptcy Code), including all reasonable fees and expenses of counsel counsel. The foregoing costs and whether expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event by the Agents and the cost of Default or independent public accountants and other outside experts retained by the enforcement of, or the exercise or preservation of any rights under, this Agreement Agents or any other Loan Document Lender. (b) Whether or in connection with any refinancing or restructuring of not the credit arrangements provided under this Agreement. The transactions contemplated hereby are consummated, the Borrower further agrees to indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the Agent "Indemnitees") from and the Lenders for against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable fees and expenses of counsel) of any kind and nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby; (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the 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), (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of any kind competent jurisdiction by final and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating nonappealable judgment to or arising out of their duties under this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision use by others of any Guaranty information or Subsidiary Security other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Credit Agreement or any other agreement delivered by Borrower Credit Document or a Subsidiary pursuant to this Agreement for arising out of its activities in connection herewith or therewith (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, whether before or (ii) any disputes or claims between after the Agent and any one or more of the Lenders or between any Lender with one or more other LendersClosing Date).

Expenses; Indemnification. (a) The Borrower Company agrees to pay, or reimburse the Agent pay upon demand and save NBD harmless from liability for the payment of, on demand, of (ai) the reasonable fees and out-of-pocket expenses of outside counsel to the Agent NBD in connection with the preparation, execution, delivery preparing and administration of executing this Agreement and the consummation Security Documents, (ii) all other out-of-pocket expenses of NBD incurred in connection with this Agreement and the other Loan Documents and consummating the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect theretoincluding without limitation all environmental, real estate survey, appraisal, title insurance, and other costs necessary to perfect the security interests of the Lenders in connection with any amendmentsthe Collateral, waivers or consents in connection therewith, and (biii) all stamp and other taxes and fees payable or determined to be payable in connection with the executionexecuting, deliverydelivering, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of consummating the transactions contemplated herebythereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (civ) all reasonable costs and expenses of the Agent and the Lenders NBD (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default actual or potential Event of Default or the enforcement of, or the exercise exercising or preservation of preserving any rights under, this Agreement the Credit Obligations or the Loan Documents, and (v) all reasonable costs and expenses of NBD (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain NBD from paying any amount under or otherwise relating in any way to the IRB L/C or any other Loan Document Letter of Credit and any and all costs and expenses which any of them may incur relating to any payment under the IRB L/C or any Letter of Credit (except as otherwise provided in subsection (b) below). (a) The Company indemnifies and agrees to hold harmless NBD, its officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which it or any such person may incur or which may be claimed against any of them by reason of or in connection with any refinancing or restructuring letter of credit (including both the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent IRB L/C and the Lenders for Letters of Credit), and neither NBD nor any and all liabilitiesof its officers, obligationsdirectors, losses, damages, penalties, actions, judgments, suits, costs, expenses employees or disbursements of any kind and nature whatsoever agents shall be liable or responsible for: (including reasonable attorneys’ feesi) the use which may be imposed onmade of any letter of credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, incurred by sufficiency or asserted against the Agent genuineness of documents or the Lenders of any endorsement thereon, even if such documents should in fact prove to be in any way relating or all respects invalid, insufficient, fraudulent or forged; (iii) payment by NBD to the beneficiary under any letter of credit against presentation of documents which do not comply with the terms of any letter of credit, including failure of any documents to bear any reference or arising out adequate reference to such letter of their duties under this Agreement credit, (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any letter of credit; or (v) any other Loan Documents event or the transactions contemplated hereby (excludingcircumstance whatsoever arising in connection with any letter of credit; PROVIDED, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided howeverHOWEVER, that the Borrower Company shall not be required to indemnify NBD and such other persons, and NBD shall be liable for any of the foregoing to the extent they arise from Company to the gross negligence or willful misconduct of extent, but only to the Agent or the Lenders. Borrower and its Subsidiariesextent, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty direct, as opposed to consequential or Subsidiary Security Agreement incidental, damages suffered by the Company which were caused by (A) NBD's wrongful dishonor of any letter of credit after the presentation to it by the beneficiary thereunder of a draft or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement demand for (i) more than one firm payment and other documentation strictly complying with the terms and conditions of attorneys (together with local counsel from other firmssuch letter of credit, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenders.or

Expenses; Indemnification. The Borrower agrees Borrowers agree, jointly and severally, to pay, or reimburse the Agent NBD for the payment of, on demand, (a) the reasonable fees and expenses of outside counsel to NBD, including the Agent in fees and expenses of Honi▇▇▇▇ ▇▇▇l▇▇ ▇▇▇w▇▇▇▇ ▇▇▇ Cohn ▇▇ connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent NBD as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes Note and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders NBD (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower Borrowers, jointly and severally, further agrees agree to indemnify the Agent and the Lenders NBD for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ ' fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders NBD in any way relating to or arising out of their its duties under this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their its duties hereunder); provided provided, however, that the Borrower Borrowers shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenders.misconduct

Expenses; Indemnification. (i) The Borrower agrees to pay, or shall reimburse the Agent and the Arranger for any reasonable and documented costs, internal charges and out-of-pocket expenses (including reasonable and documented attorneys’ fees and time charges of attorneys for the payment ofAgent, on demand, (awhich attorneys may be employees of the Agent) the reasonable fees and expenses of outside counsel to paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of this Agreement the Loan Documents. (ii) The Borrower also agrees to reimburse the Agent, the Arranger, the LC Issuer and the consummation Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Agent, the Arranger, the LC Issuer and the Lenders, which attorneys may be employees of the transactions contemplated herebyAgent, and in connection with advising the Agent as to their rights and responsibilities with respect theretoArranger, and in connection with the LC Issuer or the Lenders) paid or incurred by the Agent, the Arranger, the LC Issuer or any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable Lender in connection with the executioncollection and enforcement of the Loan Documents. (iii) Expenses being reimbursed by the Borrower under this Section include, delivery, filing or recording of this Agreementwithout limitation, the Notes cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the other Loan relevant Collateral Documents and but only during the consummation continuance of an Unmatured Default or a Default, which appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the transactions contemplated herebyFinancial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any rules promulgated to implement such provisions and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Agent may prepare and may distribute to the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings but shall have no obligation or otherwiseduty to prepare or to distribute to the Lenders) in connection with any Default certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by Agent from information furnished to it by or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring on behalf of the credit arrangements provided under Borrower, after Agent has exercised its rights of inspection pursuant to this Agreement. . (iv) The Borrower hereby further agrees to indemnify the Agent Agent, the Arranger, the LC Issuer, each Lender, their respective affiliates, and the Lenders for any each of their directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not the Agent, the Arranger, the LC Issuer, any kind and nature whatsoever (including reasonable attorneys’ feesLender or any affiliate is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Credit Extension hereunder except to the extent that they arise are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lendersparty seeking indemnification.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) the The Company shall pay on demand (i) all out-of-pocket expenses reasonably incurred by Stratford, including reasonable fees and expenses disbursements of outside counsel to the Agent for Stratford, in connection with (A) Stratford's due diligence investigation and analysis of the preparationCompany and the transactions contemplated hereby and by the Ancillary Documents, execution, delivery (B) the preparation and administration negotiation of this Agreement and the consummation other Transaction Documents and the closing of the transactions contemplated herebyhereby and thereby, and (C) any waiver or consent which may be granted in connection herewith, or any amendment hereof or of any other Transaction Document; and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by Stratford, including (A) reasonable fees and disbursements of counsel to Stratford in connection with advising the Agent as to their rights such Event of Default and responsibilities with respect theretocollection and other enforcement proceedings resulting therefrom, and in connection with any amendments, waivers or consents (B) reasonable fees of auditors and consultants incurred by Stratford in connection therewith; provided, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreementthat, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting Company will not be required to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether to Stratford incurred through negotiations, legal proceedings by Stratford in the prosecution or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation defense of any rights under, this Agreement litigation arising under or pursuant to the Transaction Documents or any other Loan Document transactions contemplated hereby or thereby unless Stratford is the prevailing party in connection with any refinancing or restructuring of such litigation. All costs and expenses incurred by Stratford and to be paid by the credit arrangements provided under this Agreement. Company hereunder shall bear interest from and after the date due at the Maximum Lawful Rate from the date such costs and expenses are incurred until the date such costs and expenses are paid to Stratford by the Company. (b) The Borrower further Company agrees to indemnify the Agent Stratford and the Lenders for hold Stratford harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses or disbursements of any kind (including, without limitation, the reasonable fees and nature whatsoever (including reasonable attorneys’ feesdisbursements of counsel for Stratford in connection with any investigative, administrative or judicial proceeding, whether or not Stratford shall be designated a party thereto) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way Stratford relating to or arising out of their duties under (a) this Agreement and any of the other Transaction Documents or any other Loan Documents or the transactions contemplated hereby or thereby, (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (iib) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenders.actual or

Expenses; Indemnification. (a) The Borrower Company agrees to pay, or reimburse the Agent Agents for the payment of, on demand, (ai) the reasonable fees and expenses of outside counsel to the Agent Collateral Agent, including without limitation the fees and expenses of Messrs. Dickinson, Wright, Moon, Van Dusen & ▇▇▇▇▇▇▇, in connection with the preparation, execution, delivery and administration of this Agreement and Agreement, the consummation of Notes, the transactions contemplated hereby, Security Documents and in connection with advising the Collateral Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, Notes, the Notes and Security Documents (or the other Loan Documents and verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent Agents and the Lenders Banks (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement Agreement, the Notes or any other Loan Document the Security Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. Agreement and (iv) all reasonable costs and expenses of the Agents and the Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit. (b) The Borrower further Company hereby indemnifies and agrees to hold harmless the Banks and the Agents, and their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (excluding punitive damages arising directly out of any action taken by any Agent or any Bank based on a final judicial determination thereof) which the Banks or the Agent or any such person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit, and neither any Bank nor any Agent or any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by any Agent to the beneficiary under any Letter of Credit against presentation of documents which do not strictly comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Agent Banks and the Lenders Agents and such other persons, and the Banks shall be liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Administrative Agent's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the Administrative Agent's payment to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence of wilful misconduct of the Administrative Agent. It is understood that in making any payment under a Letter of Credit the Administrative Agent will rely on documents presented to it under such Letter of Credit as to any and all liabilitiesmatters set forth therein without further investigation and regardless of any notice or information to the contrary, obligationsand such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or wilful misconduct of the Administrative Agent in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Banks are alleged to be liable and it shall be a precondition of the assertion of any liability of the Banks under this Section 9.5(b) that the Company shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions. (c) Subject to the provisions of Section 9.5(b), the Company hereby indemnifies and agrees to hold harmless the Banks and the Agents, and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind and or nature whatsoever (excluding punitive damages arising directly out of any action taken by any Agent or any Bank based on a final judicial determination thereof, but including reasonable attorneys’ fees' fees and disbursements incurred in connection with any investigative, administrative or judicial proceeding whether or not such person shall be designated as a party thereto) which the Banks or the Agents or any such person may incur or which may be imposed on, incurred claimed against any of them by reason of or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under connection with entering into this Agreement or any other Loan Documents or the transactions contemplated hereby (excludinghereby, unless a Default or an Event of Default has occurred and is continuingincluding without limitation those arising under Environmental Laws; provided, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower Company shall not be liable for required to indemnify any of the foregoing such Bank or any such Agent or such other person, to the extent they arise from extent, but only to the extent, that such claim, damage, loss, liability, cost or expense is attributable to the gross negligence or willful misconduct of such Bank or such Agent, as the case may be. (d) In consideration of the execution and delivery of this Agreement by each Bank and the extension of the Commitments, the Company hereby indemnifies, exonerates and holds each Agent, each Bank and each of their respective officers, directors, employees and agents (collectively, the "Indemnified Parties") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, (excluding punitive damages arising directly out of any action taken by any Agent or any Bank based on a final judicial determination thereof) and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the Lenders. Borrower action for which indemnification hereunder is sought), including reasonable attorneys' fees and its Subsidiariesdisbursements (collectively, taken the "Indemnified Liabilities"), incurred by the Indemnified Parties or any of them as a wholeresult of, will not or arising out of, or relating to: (i) any transaction financed or to be obligated under this Section 11.05 financed in whole or any indemnification provision in part, directly or indirectly, with the proceeds of any Guaranty or Subsidiary Security Advance; (ii) the entering into and performance of this Agreement or and any other agreement delivered or instrument executed in connection herewith by Borrower any of the Indemnified Parties (including any action brought by or on behalf of a Subsidiary person other than the Company as the result of any determination by the Required Banks not to fund any Advance); (iii) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Company or any of its Subsidiaries of any portion of the stock or assets of any person, whether or not such Agent or such Bank is party thereto; (iv) any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the release by the Company or any of its Subsidiaries of any Hazardous Material; or (v) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releasing from, any real property owned or operated by the Company or any of its Subsidiaries of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, the Company or such Subsidiary, except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the activities of the Indemnified Party on the property of the Company conducted subsequent to a foreclosure on such property by the Banks or by reason of the relevant Indemnified Party's gross negligence or willful misconduct or breach of this Agreement, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The Company shall be obligated to indemnify the Indemnified Parties for all Indemnified Liabilities subject to and pursuant to this Agreement for (i) more than one firm the foregoing provisions, regardless of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on whether the Company or any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of its Subsidiaries had knowledge of the Lenders or between any Lender with one or more other Lendersfacts and circumstances giving rise to such Indemnified Liability.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) the reasonable fees and Except as provided in SECTION 6.1(f), all expenses of outside counsel to the Agent incurred in connection with the preparation, execution, delivery and administration of this Agreement and shall be paid by the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and party incurring such expenses. (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further Company agrees to indemnify and hold harmless, Shoeinvest, its shareholders and each subsequent holder of Securities and their respective directors, officers, employees, agents, successors and assigns (collectively, the Agent "INDEMNIFIED PARTIES") from and the Lenders for against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses or disbursements of any kind (including, without limitation, the reasonable fees and nature whatsoever (including reasonable attorneys’ feesdisbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not any such Indemnified Party shall be designated a party thereto) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way Indemnified Party relating to or arising out of their duties under (a) this Agreement or any Agreement, the other Loan Documents or Transaction Documents, the Closing Transactions and all other transactions contemplated hereby or thereby. (excludingc) The Company further agrees to defend, unless a Default indemnify and hold harmless each Indemnified Party from and against any and all losses, liabilities (including strict liability), damages (including for bodily injury and property damage), costs, expenses (including attorneys' fees and environmental consultants' expenses), relating to any of the properties or assets securing the Obligations, that any Indemnified Party may incur in connection with any Environmental Complaint or Hazardous Discharge or any violation of any Environmental Law and Laws regardless of whether or not caused by, or within the control of, the Company, or any of its Subsidiaries as tenant, sub-tenant or prior owner or occupant of any of the properties or assets securing the Obligations or any properties owned or leased by other parties, and regardless of whether such claim is brought by Governmental Authorities or private parties. This indemnity shall survive the repayment of the Obligations and the discharge or release of any Lien granted hereunder or in any other Transaction Document. (i) Promptly after receipt by an Event Indemnified Party of Default has occurred and is continuingnotice of the commencement of any action, normal administrative costs and expenses incident suit or other proceeding against an Indemnified Party with respect to which an Indemnified Party demands indemnification hereunder, such Indemnified Party shall promptly notify the Company in writing of the commencement thereof, provided that the failure to so notify the Company shall not relieve it from any liability that it may have to an Indemnified Party, except to the performance extent that such failure has materially prejudiced the Company's ability to provide a defense in the proceeding. The Company shall have the right to assume the defense of any such proceeding, but the Indemnified Parties collectively shall have the right, at the expense of the Company, to retain not more than one counsel of their duties choice to represent the Indemnified Parties in such proceeding. The counsel for the Indemnified Parties may participate in, but not control, the defense of such proceeding. (ii) The indemnity provided for herein shall cover the amount of any settlements entered into by an Indemnified Party in connection with any claim for which an Indemnified Party may be indemnified hereunder); provided howeverthat, that no settlement binding on an Indemnified Party may be made without the Borrower consent of an Indemnified Party and the Company (which consent shall not be liable for any reasonably withheld). (iii) Any indemnification hereunder shall be made no later than 45 days after receipt by the Company of the foregoing to the extent they arise from the gross negligence or willful misconduct written request of the Agent or Indemnified Party. THE PARTIES RECOGNIZE THAT AN INDEMNITEE MAY BE ENTITLED TO INDEMNIFICATION HEREUNDER FROM ACTS OR OMISSIONS THAT ARISE OUT OF OR RESULT FROM THE ORDINARY, STRICT, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE. (e) Shoeinvest hereby covenants and agrees with the Lenders. Borrower Company that Shoeinvest shall indemnify the Company and its Subsidiarieshold it harmless from, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision against and in respect of any Guaranty and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by it resulting from any misrepresentation, breach of warranty or Subsidiary Security Agreement nonfulfillment of any agreement, covenant or any other agreement delivered obligation by Borrower or a Subsidiary pursuant to Shoeinvest made in this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on including without limitation any matter for which indemnification is sought, certificate or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lendersinstrument delivered in connection herewith.

Expenses; Indemnification. The Borrower covenants and agrees to paypay all costs, or reimburse the Agent for the payment ofexpenses and charges (including, on demandwithout limitation, (a) the reasonable all fees and expenses charges of outside counsel to the engineers, appraisers and Administrative Agent's Counsel) incurred by Administrative Agent or any Lender in connection with (i) the preparation, execution, delivery preparation for and administration of this Agreement and the consummation of the transactions contemplated herebyhereby or for the performance hereof and of the other Credit Documents, and for any services which may be required in connection with advising addition to those normally and reasonably contemplated hereby and (ii) the Agent enforcement hereof or of any or all of the other Credit Documents. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as to their rights and responsibilities with respect theretoaforesaid, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document Lender pays such costs, charges or in connection expenses, Borrower shall reimburse Administrative Agent or such Lender, as appropriate, on demand for the amounts so paid, together with any refinancing or restructuring of interest thereon at the credit arrangements provided under this AgreementDefault Rate. The Borrower further agrees to indemnify the Administrative Agent and the Lenders for each Lender and their respective directors, officers, employees and agents from, and hold each of them harmless against, (x) any and all liabilitieslosses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of any of the Loans or of any other extension of credit under the Credit Facility, obligationsincluding, without limitation, the fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements damages and liabilities of any kind kind, including in tort, penalties and nature whatsoever (including reasonable attorneys’ fees) which may be imposed oninterest, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out or by reason of their duties under this Agreement any matter relating, directly or indirectly, to the ownership, condition, development, construction, sale, rental or financing of any of Borrower's Investments or any other Loan Documents part thereof (but excluding any such losses, liabilities, claims, damages or the transactions contemplated hereby (excluding, unless a Default or an Event expenses incurred solely by reason of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lendersparty to be indemnified). The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 and under Sections 3.01, 3.03, 6.03 and 6.04 shall survive the repayment of all amounts due under or in connection with any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersCredit Documents and the termination of the Credit Facility.

Expenses; Indemnification. The Borrower (a) Whether or not the transactions contemplated by this Agreement are consummated (and whatever the reason or cause for any such failure to consummate except for an affirmative termination by the Purchasers or the failure of the Purchasers to negotiate in good faith), the Company hereby agrees to paypay on demand all reasonable out-of-pocket and due diligence expenses incurred by the Purchasers in connection with any amendments or waivers (whether or not the same become effective) hereof from time to time. In addition, the Company hereby agrees to pay on demand all reasonable out-of-pocket expenses (including without limitation the reasonable fees and charges for disbursements of one counsel to the Purchasers) incurred by the Purchasers or any holder of any of the Purchased Shares and any other Acquired Securities issued hereunder in connection with the enforcement of any rights hereunder, or reimburse with respect to any of the Agent for the payment ofPurchased Shares, on demandincluding without limitation, (a) the reasonable fees cost and expenses of outside counsel to the Agent in connection with the preparation, execution, delivery preparing and administration of duplicating this Agreement and the consummation of the transactions contemplated hereby, Purchased Shares and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and other Acquired Securities; (b) all stamp and other taxes and fees payable or determined the cost of delivering to be payable in connection with the executioneach Purchaser's principal office, delivery, filing or recording of this Agreementinsured to such Purchaser's satisfaction, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, Purchased Shares and any other Acquired Securities sold to such Purchaser hereunder and all liabilities with respect any Purchased Shares and any other Acquired Securities delivered to such Purchaser in exchange therefor or resulting from upon any delay in paying conversion, exercise, exchange, or omitting to pay such taxes or fees, substitution thereof; and (c) all reasonable costs and expenses taxes (other than taxes determined with respect to the income of the Agent and the Lenders (a Purchaser), including reasonable any recording fees and expenses filing fees and documentary stamp and similar taxes at any time payable in respect of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or the issuance of any of the Purchased Shares and any other Loan Document Acquired Securities. (b) All covenants, agreements, representations, and warranties made herein or in connection with the Ancillary Agreements or any refinancing other document referred to herein or restructuring delivered to the Purchasers pursuant hereto will be deemed to have been relied on by the Purchasers, notwithstanding any investigation made by or on behalf of the credit arrangements provided under this AgreementPurchasers, and will survive the Closing. The Borrower further agrees to indemnify the Agent Company will indemnify, defend, and the Lenders for hold harmless each Purchaser, and each of such Purchaser's partners, stockholders, officers, directors, employees, agents, and representatives, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Damages incurred by any of them in any capacity and resulting from or disbursements relating to the breach by the Company of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed onof its representations, incurred by warranties, covenants, or asserted against the Agent or the Lenders agreements contained in any way relating to or arising out of their duties under this Agreement or in the Ancillary Agreements or any other Loan Documents document referred to herein or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident delivered to the performance of their duties hereunder); provided howeverPurchasers pursuant hereto, that for two (2) years after the Borrower shall not be liable for any date on which each event or occurrence (or other act or omission) giving rise to the right to indemnification hereunder occurs. (c) The obligations of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated Company under this Section 11.05 or any indemnification provision 8 will survive transfer of any Guaranty or Subsidiary Security Agreement or the Purchased Shares and any other agreement delivered by Borrower or a Subsidiary pursuant to Acquired Securities and the termination of this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Borrower agrees Borrowers and the Guarantors jointly and severally agree to pay, or to reimburse the Agent or the Lenders, as applicable, for the payment of, on demand, paying: (a) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees fees, charges and expenses disbursements of outside counsel to the Agent Agent, in connection with the preparation, execution, delivery preparation and administration of this Agreement and the other Facility Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable out-of-pocket expenses incurred by the Agent in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) all out-of-pocket costs and expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agent or any Lender, in connection with the investigation, enforcement or protection of its rights in connection with this Agreement and the other Facility Documents, including its rights under this SECTION 12.03, or in connection with the Loans made or Letters of Credit issued hereunder following a Default or Event of Default, including in connection with any workout, restructuring or negotiations in respect thereof; (d) all actual out-of-pocket costs and reasonable expenses and advances incurred by the Agent in the protection of its security interests (including but not limited to reasonable fees and out-of-pocket expenses incurred in perfection of or checking the status of such security interests and examinations to determine the value of Accounts); (e) all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of or otherwise with respect to this Agreement and the other Facility Documents, all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording, perfection or termination of any security interest contemplated hereby or by any other Facility Document or any other document referred to therein; and (f) the amount of any and all out-of-pocket expenses which Agent may incur in connection with the collection of any item deposited in any Controlled Disbursement Account or received by Agent in connection with any Collateral, together with interest on any of the above from the date of such expenditure to the date of repayment in full to Agent at the Adjusted Base Rate. The Borrowers agree, jointly and severally, to indemnify, reimburse, defend and hold harmless the Agent (including in its capacity as Issuing Bank) and each Lender and their respective directors, officers, employees and agents (each, an "INDEMNIFIED PARTY") from and against, any and all losses, liabilities, claims, damages or expenses (including reasonable attorneys' fees and fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of them arising out of or by reason of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of any of the transactions contemplated hereby, and in connection with advising (ii) any actual or proposed use by the Agent as to Borrowers or any of their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation Subsidiaries of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation proceeds of any rights underLoan, this Agreement (iii) the application of any Environmental Law to acts or omissions occurring at any other Loan Document time on or in connection with any refinancing real estate owned or restructuring leased by the Borrowers or any Subsidiary or any business conducted thereon and (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilitiesforegoing, obligationswhether based on contract, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under this Agreement tort or any other Loan Documents theory and regardless of whether any Indemnified Party is a party thereto; but excluding any such losses, liabilities, claims, damages or the transactions contemplated hereby (excluding, unless a Default or an Event expenses incurred by reason of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the any Indemnified Party. At its option, Agent or the Lenders. Borrower may charge such costs, expenses and its Subsidiaries, taken amounts as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary Loan pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. (a) The Borrower Company agrees to pay, or reimburse the Agent or the Lenders, as the case may be, for the payment of, on demand, (ai) the reasonable fees and expenses of outside counsel to the Agent, including without limitation the fees and expenses of Dick▇▇▇▇▇ ▇▇▇g▇▇ ▇▇▇C and any other counsel retained by the Agent in connection with the preparation, execution, delivery and administration of this Agreement the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewiththerewith or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) if an Event of Default occurs, all reasonable costs and expenses of the Agent and the Lenders each Lender (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or such Event of Default or and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom and (iv) all reasonable costs and expenses of the enforcement of, or the exercise or preservation Agent (including reasonable fees and expenses of any rights under, this Agreement or any other Loan Document or counsel) in connection with any refinancing action or restructuring proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of the credit arrangements provided Credit and any and all costs and expenses which any of them may incur relative to any payment under this Agreement. any Letter of Credit. (b) The Borrower further Company agrees to indemnify each Lender, the Agent and each of their respective officers, directors, employees and agents (collectively, the Lenders for "Indemnified Parties") and hold each Indemnified Party harmless from and against any and all liabilities, obligations, losses, damages, penaltiescosts and expenses of any kind, actionsincluding, judgmentswithout limitation, suits, costs, expenses or the reasonable fees and disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) counsel, which may be imposed on, incurred by any Indemnified Party in connection with any investigative, administrative or asserted against judicial proceeding (whether or not such Indemnified Party shall be designated a party thereto) (collectively, the Agent or the Lenders in "Indemnified Liabilities") at any way time relating to (whether before or arising out after the execution of their duties this Agreement) any of the following: (i) any actual or proposed use of the Advances hereunder by the Company or any of its Subsidiaries or Unrestricted Subsidiaries or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advance; (ii) the entering into and performance of this Agreement and any other Loan Document by any of the Indemnified Parties (including any action brought by or on behalf of any Borrower as the result of any determination by any Lender not to make any Advance unless such Advance was required to be made under this Agreement Agreement); (iii) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Company or any of its Subsidiaries of all or any portion of the stock or assets of any Person or to the issuance of, or any other Loan Documents matter relating to, any Subordinated Debt, whether or not any Indemnified Party is a party thereto; (iv) any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to any release by the transactions contemplated hereby (excluding, unless a Default Company or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of its Subsidiaries of any Hazardous Material or any violations of Environmental Laws; or (v) provided that no Indemnified Party shall have the foregoing right to the extent they arise from the be indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderscompetent jurisdiction.

Expenses; Indemnification. The Borrower Mortgagor agrees (a) to pay, pay or reimburse Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, the Guarantee and the other Mortgagor Obligation Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to Mortgagee,(b) to pay or reimburse each Lender and the Agent for all its costs and expenses incurred in connection with the payment ofenforcement or preservation of any rights under the Guarantee, on demandthe other Mortgagor Obligation Documents and any such other documents prepared in connection herewith or therewith, including, without limitation, the fees and disbursements of counsel (a) including the reasonable allocated fees and expenses of in-house counsel in lieu of the fees and expenses of outside counsel) to each Lender and of counsel to the Agent in connection with the preparationAgent,(c) to pay, executionindemnify, delivery and administration of this Agreement hold each Lender and the consummation of the transactions contemplated herebyAgent harmless from, any and in connection with advising the Agent as to their rights all recording and responsibilities filing fees and any and all liabilities with respect theretoto, and or resulting from any delay in connection with any amendmentspaying, waivers or consents in connection therewithstamp, and (b) all stamp excise and other taxes and fees similar taxes, if any, which may be payable or determined to be payable in connection with the executionexecution and delivery of, delivery, filing or recording administration of this Agreement, the Notes and the other Loan Documents and the consummation any of the transactions contemplated herebyby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Guarantee, the other Mortgagor Obligation Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) which may be imposed onwith respect to the execution, incurred by or asserted against delivery, enforcement, performance and administration of the Agent Credit Agreement, the Guarantee, the other Mortgagor Obligation Documents, the Stock Purchase Agreement, the Stock Purchase, the Merger or the Lenders use of the proceeds of the Loans in connection with the Stock Purchase, and any way relating to or arising out of their duties under this Agreement or any such other Loan Documents or the transactions contemplated hereby (excludingdocuments, unless a Default or an Event of Default has occurred and is continuingincluding, normal administrative costs and expenses incident to the performance of their duties hereunder); provided howeverwithout limitation, that the Borrower shall not be liable for any of the foregoing relating to the extent they arise violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Mortgagor, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), PROVIDED, that the Mortgagor shall have no obligation hereunder to the Agent or any Lender with respect to indemnified liabilities arising from (1) the gross negligence or willful misconduct of the Agent or any such Lender or (2) legal proceedings commenced against the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 Agent or any indemnification provision such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any Guaranty such security holder or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to creditor solely in its capacity as such. The agreements in this Agreement for (i) more than one firm subsection shall survive repayment of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent the Loans and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between other amounts payable under the Agent Credit Agreement and any one or more of the Lenders or between any Lender with one or more other LendersGuarantee.

Expenses; Indemnification. (a) The Borrower Guarantor agrees to reimburse each of the Guaranteed Creditors for all reasonable and documented out of pocket costs and expenses incurred by them (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one firm of outside counsel, respectively, for each Agent, the Securities Intermediary and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary and the Collateral Administrator) in connection with (i) any Event of Default and any enforcement or collection proceeding resulting therefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings and defending or asserting rights and claims of the Collateral Agent in respect thereof, by litigation or otherwise, including expenses of insurance, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 10.04, and all such costs and expenses shall be Guaranteed Obligations hereunder. (b) The Guarantor agrees to pay, or reimburse and to hold the Agent for the payment of, on demand, (a) the reasonable fees and expenses of outside counsel to the Agent in connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Collateral Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiationseach other Guaranteed Creditor harmless from, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be imposed on, incurred by payable or asserted against the Agent or the Lenders determined to be payable in connection with any way relating to or arising out of their duties under this Agreement or any other Loan Documents or the transactions contemplated hereby (excludingby this Agreement, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing in each case solely to the extent they arise from the gross negligence or willful misconduct Company would be required to do so pursuant to Section 3.02(c) of the Credit Agreement. (c) The Guarantor agrees to pay, and to hold the Collateral Agent and each other Guaranteed Creditor harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the Lenders. Borrower execution, delivery, enforcement, performance and its Subsidiariesadministration of this Agreement, taken as a whole, will not in each case solely to the extent the Company would be obligated under required to do so pursuant to Section 10.04 of the Credit Agreement. (d) The agreements in this Section 11.05 or any indemnification provision 10.04 shall survive repayment of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent the Secured Obligations and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between other amounts payable under the Agent Credit Agreement and any one or more of the Lenders or between any Lender with one or more other LendersCredit Documents.

Expenses; Indemnification. The Borrower Mortgagor agrees (a) to pay, pay or reimburse Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, the Guarantee and the other Mortgagor Obligation Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to Mortgagee, (b) to pay or reimburse each Lender and the Agent for all its costs and expenses incurred in connection with the payment ofenforcement or preservation of any rights under the Credit Agreement, on demandthe Guarantee, the other Mortgagor Obligation Documents and any such other documents prepared in connection herewith or therewith, including, without limitation, the fees and disbursements of counsel (a) including the reasonable allocated fees and expenses of in-house counsel in lieu of the fees and expenses of outside counsel) to each Lender and of counsel to the Agent in connection with the preparationAgent, execution(c) to pay, delivery indemnify, and administration of this Agreement hold each Lender and the consummation of the transactions contemplated herebyAgent harmless from, any and in connection with advising the Agent as to their rights all recording and responsibilities filing fees and any and all liabilities with respect theretoto, and or resulting from any delay in connection with any amendmentspaying, waivers or consents in connection therewithstamp, and (b) all stamp excise and other taxes and fees similar taxes, if any, which may be payable or determined to be payable in connection with the executionexecution and delivery of, delivery, filing or recording administration of this Agreement, the Notes and the other Loan Documents and the consummation any of the transactions contemplated herebyby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Agreement, the Guarantee, the other Mortgagor Obligation Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) which may be imposed onwith respect to the execution, incurred by or asserted against delivery, enforcement, performance and administration of the Agent Credit Agreement, the Guarantee, the other Mortgagor Obligation Documents, the Stock Purchase Agreement, the Stock Purchase, the Merger or the Lenders use of the proceeds of the Loans in connection with the Stock Purchase, and any way relating to or arising out of their duties under this Agreement or any such other Loan Documents or the transactions contemplated hereby (excludingdocuments, unless a Default or an Event of Default has occurred and is continuingincluding, normal administrative costs and expenses incident to the performance of their duties hereunder); provided howeverwithout limitation, that the Borrower shall not be liable for any of the foregoing relating to the extent they arise violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Mortgagor, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), PROVIDED, that the Mortgagor shall have no obligation hereunder to the Agent or any Lender with respect to indemnified liabilities arising from (1) the gross negligence or willful misconduct of the Agent or any such Lender or (2) legal proceedings commenced against the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 Agent or any indemnification provision such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any Guaranty such security holder or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to creditor solely in its capacity as such. The agreements in this Agreement for (i) more than one firm subsection shall survive repayment of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent the Loans and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between other amounts payable under the Agent Credit Agreement and any one or more of the Lenders or between any Lender with one or more other LendersGuarantee.

Expenses; Indemnification. (i) The Borrower agrees to pay, or shall reimburse the Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the payment ofAgent, on demand, (awhich attorneys may be employees of the Agent) the reasonable fees and expenses of outside counsel to paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery delivery, syndication, review, amendment, modification, and administration of this Agreement the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arranger and the consummation Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, the Arranger and the Lenders, which attorneys may be employees of the transactions contemplated herebyAgent, and in connection with advising the Agent as to their rights and responsibilities with respect theretoArranger or the Lenders) paid or incurred by the Agent, and in connection with the Arranger or any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable Lender in connection with the executioncollection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section include, delivery, filing or recording of this Agreementwithout limitation, the Notes cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the other Loan Documents and relevant Collateral Documents, which appraisal shall be in conformity with the consummation applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the transactions contemplated herebyFinancial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any and all liabilities with respect rules promulgated to or resulting from any delay in paying or omitting to pay implement such taxes or feesprovisions, and (c) all reasonable costs and expenses of incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time the Agent may prepare and may distribute to the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings but shall have no obligation or otherwiseduty to prepare or to distribute to the Lenders) in connection with any Default certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by the Agent from information furnished to it by or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring on behalf of the credit arrangements provided under Borrower, after the Agent has exercised its rights of inspection pursuant to this Agreement. . (ii) The Borrower hereby further agrees to indemnify the Agent Agent, the Arranger, each Lender, their respective affiliates, and the Lenders for any each of their directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not the Agent, the Arranger, any kind and nature whatsoever (including reasonable attorneys’ feesLender or any affiliate is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Loan hereunder except to the extent that they arise are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or party seeking indemnification. The obligations of the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision 9.6 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Borrower (A) Company agrees to pay, or reimburse the Agent for the payment of, on demand, (ai) the reasonable fees and expenses of outside counsel to the Agent Agent, including without limitation the fees and expenses of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, in connection with the preparation, execution, execution and delivery and administration of this Agreement and Agreement, the consummation of Notes, the transactions contemplated hereby, Security Documents and in connection with advising the Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, Notes, the Notes and Security Documents (or the other Loan Documents and verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders Banks (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or the Notes or any other Loan Security Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify Agreement and (iv) all reasonable costs and expenses of the Agent and the Lenders for Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all liabilitiescosts and expenses which any of them may incur relative to any payment under any Letter of Credit. (B) The Company hereby indemnifies and agrees to hold harmless the Banks and the Agent, obligationsand their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees“Losses”) which the Banks, the Agent or any such Person may incur or which may be imposed onclaimed against any of them by reason of or in connection with any Letter of Credit, incurred by or asserted against and neither any Bank nor the Agent or any of their respective officers, directors, employees or agents (each an “Indemnified Party”) shall be liable or responsible for: (i) the Lenders use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any way relating or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of Credit issued by it against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or arising out adequate reference to such Letter of their duties under this Agreement Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other Loan Documents event or the transactions contemplated hereby (excludingcircumstance whatsoever arising in connection with any Letter of Credit; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower Company shall not be required to indemnify the Indemnified Parties, and the Agent and the Banks shall be liable to the Company to the extent, but only to the extent, of any Losses incurred by the Company which were caused by (A) the Agent’s wrongful dishonor of any Letter of Credit issued by it after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the Agent’s payment to the beneficiary under any Letter of Credit issued by it against presentation of documents which do not comply with the terms of the foregoing Letter of Credit to the extent they arise from extent, but only to the extent, that such payment constitutes gross negligence of willful misconduct of such Indemnified Party. It is understood that in making any payment under a Letter of Credit issued by it the Agent will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or willful misconduct of the Agent in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Banks or the Lenders. Borrower Agent are alleged to be liable and its Subsidiaries, taken as it shall be a whole, will not be obligated precondition of the assertion of any liability of the Banks or the Agent under this Section 11.05 that the Company shall first have exhausted all reasonable remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions. (C) The Company hereby indemnifies and agrees to hold harmless the Banks and the Agent, and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including reasonable attorneys fees and disbursements incurred in connection with any investigative, administrative or judicial proceeding whether or not such Person shall be designated as a party thereto) which the Banks or the Agent or any indemnification provision such Person may incur or which may be claimed against any of any Guaranty them by reason of or Subsidiary Security in connection with entering into this Agreement or the transactions contemplated hereby, including without limitation those arising under Environmental Laws; provided, however, that the Company shall not be required to indemnify any such Bank and the Agent or such other agreement delivered Person, to the extent, but only to the extent, that such claim, damage, loss, liability, cost or expense is attributable to the gross negligence or willful misconduct of such Bank or the Agent or their employees or agents, as the case may be. (D) Neither the Agent nor any Bank shall have any liability with respect to, and the Company hereby waives, releases and agrees not to ▇▇▇ for, any special, indirect, consequential or punitive damages suffered by Borrower the Company or a any Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firmsin connection with, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is soughtarising out of, or (ii) in any disputes way related to the Loan Documents or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderstransactions contemplated thereby.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) the reasonable fees and Except as provided in SECTION 6.1(F), all expenses of outside counsel to the Agent incurred in connection with the preparation, execution, delivery and administration of this Agreement and shall be paid by the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and party incurring such expenses. (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further Company agrees to indemnify and hold harmless, SFP, its shareholders and each subsequent holder of Securities and their respective directors, officers, employees, agents, successors and assigns (collectively, the Agent "INDEMNIFIED PARTIES") from and the Lenders for against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses or disbursements of any kind (including, without limitation, the reasonable fees and nature whatsoever (including reasonable attorneys’ feesdisbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not any such Indemnified Party shall be designated a party thereto) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way Indemnified Party relating to or arising out of their duties under (a) this Agreement or any Agreement, the other Loan Documents or Transaction Documents, the Closing Transactions and all other transactions contemplated hereby or thereby. (excludingc) The Company further agrees to defend, unless a Default indemnify and hold harmless each Indemnified Party from and against any and all losses, liabilities (including strict liability), damages (including for bodily injury and property damage), costs, expenses (including attorneys' fees and environmental consultants' expenses), relating to any of the properties or assets securing the Obligations, that any Indemnified Party may incur in connection with any Environmental Complaint or Hazardous Discharge or any violation of any Environmental Law and Laws regardless of whether or not caused by, or within the control of, the Company, or any of its Subsidiaries as tenant, sub-tenant or prior owner or occupant of any of the properties or assets securing the Obligations or any properties owned or leased by other parties, and regardless of whether such claim is brought by Governmental Authorities or private parties. This indemnity shall survive the repayment of the Obligations and the discharge or release of any Lien granted hereunder or in any other Transaction Document. (i) Promptly after receipt by an Event Indemnified Party of Default has occurred and is continuingnotice of the commencement of any action, normal administrative costs and expenses incident suit or other proceeding against an Indemnified Party with respect to which an Indemnified Party demands indemnification hereunder, such Indemnified Party shall promptly notify the Company in writing of the commencement thereof, provided that the failure to so notify the Company shall not relieve it from any liability that it may have to an Indemnified Party, except to the performance extent that such failure has materially prejudiced the Company's ability to provide a defense in the proceeding. The Company shall have the right to assume the defense of any such proceeding, but the Indemnified Parties collectively shall have the right, at the expense of the Company, to retain not more than one counsel of their duties choice to represent the Indemnified Parties in such proceeding. The counsel for the Indemnified Parties may participate in, but not control, the defense of such proceeding. (ii) The indemnity provided for herein shall cover the amount of any settlements entered into by an Indemnified Party in connection with any claim for which an Indemnified Party may be indemnified hereunder); provided howeverthat, that no settlement binding on an Indemnified Party may be made without the Borrower consent of an Indemnified Party and the Company (which consent shall not be liable for any reasonably withheld). (iii) Any indemnification hereunder shall be made no later than 45 days after receipt by the Company of the foregoing to the extent they arise from the gross negligence or willful misconduct written request of the Agent or Indemnified Party. THE PARTIES RECOGNIZE THAT AN INDEMNITEE MAY BE ENTITLED TO INDEMNIFICATION HEREUNDER FROM ACTS OR OMISSIONS THAT ARISE OUT OF OR RESULT FROM THE ORDINARY, STRICT, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE. (e) SFP hereby covenants and agrees with the Lenders. Borrower Company that SFP shall indemnify the Company and its Subsidiarieshold it harmless from, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision against and in respect of any Guaranty and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by it resulting from any misrepresentation, breach of warranty or Subsidiary Security Agreement nonfulfillment of any agreement, covenant or any other agreement delivered obligation by Borrower or a Subsidiary pursuant to SFP made in this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on including without limitation any matter for which indemnification is sought, certificate or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lendersinstrument delivered in connection herewith.

Expenses; Indemnification. The Loan shall be made without cost to Lender. Borrower covenants and agrees to paypay all costs, expenses and charges (including, without limitation, all fees and charges of engineers, appraisers, the Engineering Consultant and Administrative Agent’s Counsel) incurred by Administrative Agent or reimburse any Lender in connection with (i) the Agent preparation for and consummation of the transactions contemplated hereby or for the payment ofperformance hereof and of the other Loan Documents, on demand, and for any services which may be required in addition to those normally and reasonably contemplated hereby and (aii) the reasonable enforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (1) the fees and expenses of outside legal counsel to the Agent for Lenders other than BofA incurred in connection with the preparation, execution, delivery and administration said counsel’s review of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as other Loan Documents prior to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, execution and (b2) all stamp costs, expenses and other taxes charges incurred by Administrative Agent and fees payable or determined to be payable Lenders in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation administration of the transactions contemplated herebyLoan (other than the fees payable pursuant to Section 6.03). If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document Lender pays such costs, charges or in connection expenses, Borrower shall reimburse Administrative Agent or such Lender, as appropriate, on demand for the amounts so paid, together with any refinancing or restructuring of interest thereon at the credit arrangements provided under this AgreementDefault Rate. The Borrower further agrees to indemnify the Administrative Agent and the Lenders for each Lender and their respective directors, officers, employees and agents from, and hold each of them harmless against, (x) any and all liabilitieslosses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loan, obligationsincluding, without limitation, the fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements damages and liabilities of any kind kind, including in tort, penalties and nature whatsoever (including reasonable attorneys’ fees) which may be imposed oninterest, incurred arising out or by reason of any matter relating, directly or asserted against indirectly, to the Agent Mortgage or the Lenders in any way relating to ownership, condition, development, construction, sale, rental or arising out financing of their duties under this Agreement the Property or Improvements or any other Loan Documents part thereof (but excluding any such losses, liabilities, claims, damages or the transactions contemplated hereby (excluding, unless a Default or an Event expenses incurred solely by reason of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lendersparty to be indemnified). The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 and under Sections 3.01, 3.03 and 6.08 shall survive the repayment of all amounts due under or in connection with any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersLoan Documents and the termination of the Loan.

Expenses; Indemnification. The Borrower agrees to (a) Debtor shall pay, or reimburse the Agent hold harmless against liability for the payment of, and reimburse on demanddemand as and when incurred Lender from and against the following: (i) all costs and expenses incurred by it in connection with its due diligence review of Debtor, the preparation, negotiation, execution and interpretation of the Loan Documents, and the consummation of all of the transactions contemplated hereby and thereby (aincluding all reasonable fees and expenses of legal counsel, industry consultants and accountants), which costs and expenses shall be payable on the Closing Date; (ii) all fees and expenses incurred with respect to any amendments or waivers (whether or not the same become effective) under or in respect of each of the Loan Documents (including all expenses incurred in connection with any proposed merger, sale or recapitalization of Debtor); (iii) all recording and filing fees, stamp and other taxes (other than any franchise taxes imposed on Lender or income taxes imposed on Lender or measured by ▇▇▇▇▇▇’s net income) which may be payable in respect of the execution and delivery of the Loan Documents or the issuance, delivery or acquisition of the Note; (iv) the reasonable fees and expenses of outside counsel to the Agent in connection with the preparation, execution, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities incurred with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, the interpretation and enforcement of the rights granted under the Loan Documents (including reasonable costs of collection); and (cv) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) by it in connection any filing with any Default governmental agency with respect to its investment in Debtor or Event in any other filing with any governmental agency with respect to Debtor which mentions Lender. If Debtor fails to pay when due any amounts due Lender or fails to comply with any of Default or the enforcement of, or the exercise or preservation of any rights under, its obligations pursuant to this Agreement or any other Loan Document Document, Debtor shall, upon demand by Lender, pay to Lender such further amounts as shall be sufficient to cover the cost and expense (including, but not limited to reasonable attorneys’ fees) incurred by or on behalf of Lender in collecting all such amounts due or in otherwise enforcing Lender’s rights and remedies hereunder. Debtor also agrees to pay Lender all costs and expenses incurred by it, including reasonable compensation to its attorneys for all services rendered, in connection with the investigation of any refinancing Event of Default and enforcement of its rights hereunder or restructuring of under the credit arrangements provided under this Agreement. The Borrower other Loan Documents. (b) Debtor hereby further agrees to indemnify the Agent Lender, its affiliates and the Lenders for any each of their directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not Lender or any kind and nature whatsoever (including reasonable attorneys’ feesaffiliate is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents Documents, the Collateral, a Default or Event of Default, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of the Term Loan hereunder except to the extent that they arise are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or party seeking indemnification. The representations and warranties and other agreements of Debtor contained in this Agreement shall survive the LendersClosing Date. Borrower and its Subsidiaries, taken as a whole, will not be obligated The obligations of Debtor under this Section 11.05 shall survive the termination of this Agreement. (c) In addition to and without limiting the generality of Section 8.9(b) above, Debtor hereby agrees to defend, indemnify and hold harmless the Lender Parties from and against any and all Losses which any Lender Party(ies) may incur as a direct or any indemnification provision indirect consequence of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm the use, generation, manufacture, storage, disposal, threatened disposal, transportation or presence of attorneys (together with local counsel from other firmsHazardous Materials in, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is soughton, under or about the Real Property, (ii) any disputes Hazardous Materials Claim or claims between (iii) the Agent obligations of Debtor under Sections 4.3(j) hereof (collectively, the “Hazardous Materials Obligations”). Debtor shall immediately pay to Lender upon demand any amounts owing under this indemnity, together with interest from the date such indebtedness arises until paid in full at the Default Interest Rate. Debtor’s duty and any one obligations to defend, indemnify and hold harmless Lender Parties shall survive the sale or more cancellation of the Lenders Term Loan by Lender and the transfer, release, partial release, or between satisfaction of the Mortgage. Notwithstanding the foregoing, Debtor shall not be obligated to indemnify hereunder with regard to any Lender with one Hazardous Materials Claim arising after the date of foreclosure of the Mortgage (or more other Lenders▇▇▇▇▇▇’s acceptance of a deed in lieu thereof).

Expenses; Indemnification. The Borrower agrees to pay, or shall reimburse the Agent for the payment ------------------------- any costs, internal charges and out-of, on demand, -pocket expenses (a) the including reasonable attorneys' fees and expenses time charges of outside counsel to attorneys for the Agent, the Syndication Agent and the Documentation Agent and audit and exam expenses), paid or incurred by the Agent, the Syndication Agent and the Documentation Agent in connection with the preparationnegotiation, execution, delivery documentation and administration syndication of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising Agreement. The Borrower shall also reimburse the Agent as to their rights and responsibilities with respect theretoeach Lender for any costs, internal charges and in connection with out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent and each Lender) paid or incurred by the Agent or any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable Lender in connection with the execution, delivery, filing or recording of this Agreement, the Notes collection and the other Loan Documents and the consummation enforcement of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementDocuments. The Borrower further agrees to indemnify the Agent, the Documentation Agent, the Syndication Agent and the Lenders for any each Lender, its directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not the Agent, the Documentation Agent, the Syndication Agent or any kind and nature whatsoever (including reasonable attorneys’ feesLender is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Loan or Letter of Credit hereunder, provided that no Person shall have the right to the extent they arise from the be indemnified hereunder for such Person's own gross negligence or willful misconduct as determined by a court of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderscompetent jurisdiction.

Expenses; Indemnification. (a) The Borrower agrees to pay, or shall reimburse the Agent and each of the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including the reasonable fees, charges and disbursements of counsel for the payment ofAgent or the Arrangers, on demand, (a) the reasonable fees and expenses which attorneys may be employees of outside counsel to the Agent or the Arrangers) paid or incurred by the Agent or any Arranger in connection with the preparationsyndication of the credit facilities provided for herein, execution, delivery the preparation and administration of this Agreement the Loan Documents and the consummation of any amendments, modifications or waivers thereof (whether or not the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring shall be consummated); provided that the Borrower’s obligation to reimburse the Agent and each of the credit arrangements provided under this AgreementArrangers for the fees, disbursements and other charges of counsel incurred prior to and including the Effective Date (but not the fees, disbursements and other charges of counsel incurred for which reimbursement is sought pursuant to the Borrower’s indemnification obligations otherwise set forth herein) is limited as set forth in the Fee Letter. The Borrower further also agrees to indemnify reimburse the Agent Agent, the Arrangers and the Lenders for any out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of attorneys for the Agent, the Arrangers and the Lenders, which attorneys may be employees of the Agent, the Arrangers or the Lenders) paid or incurred by the Agent, any Arranger, any Issuer or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 9.7, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The Borrower also agrees to reimburse each Issuer for all reasonable out-of-pocket expenses incurred by such Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. (b) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Arranger, each Lender, the Swing Line Lender and each Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (including the fees, actions, judgments, suits, costs, expenses or charges and disbursements of any kind counsel for any Indemnitee), and nature whatsoever shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Guarantor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including reasonable attorneys’ feesany refusal by the applicable Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) which the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any Guarantor, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Gross Negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This paragraph (b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) [Intentionally Omitted]. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Agent, any Arranger, any Issuer, or the Swing Line Lender under clause (a) or (b) of this Section or under Section 2.18(c) with respect to any Other Taxes, each Lender severally agrees to pay to the Agent, such Arranger, such Issuer or the Swing Line Lender, as the case may be imposed onbe, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent Agent, such Arranger, such Issuer or the Lenders Swing Line Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any way relating claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct 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 or thereby, the transactions contemplated herein or therein, any Loan or any Letter of their duties under Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Loan Documents or the transactions contemplated hereby or thereby. (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated f) All amounts due under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenders9.7 shall be payable promptly after written demand therefor.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) the Borrower agrees (i) to pay or reimburse Agent for all reasonable fees costs and expenses of outside counsel to the Agent incurred in connection with the development, preparation, execution, delivery negotiation and administration execution of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated herebyhereby and thereby, and any and including all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or feesAttorney Costs, and (cii) to pay or reimburse Agent and each Lender for all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement ofenforcement, or the exercise attempted enforcement, or preservation of any rights under, or remedies under this Agreement or any the other Loan Document or in connection with Documents (including all such costs and expenses incurred during any refinancing “workout” or restructuring in respect of the credit arrangements provided Obligations and during any legal proceeding, including any proceeding under this Agreementany bankruptcy, insolvency or other debtor relief law), including all Attorney Costs. The Borrower further agrees to indemnify the foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by Agent and the Lenders for cost of independent public accountants and other outside experts retained by Agent or any Lender. (b) Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with: (i) the syndication of the Facility and the negotiation, preparation, execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby; (ii) any Commitment, Loan, Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Facility Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Facility Letter of Credit); (iii) all reasonable and customary costs and expenses of periodic audits by Agent’s personnel of Borrower’s books and records (provided that prior to the occurrence of an Event of Default, Borrower shall not be required to pay for more than one such audit during any year and the cost thereof to Borrower shall not exceed $10,000); (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto; or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any arising out of or relating to any violation of any Environmental Laws with respect to any Borrower or Real Estate, or any Materials of Environmental Concern with respect to any Borrower or Real Estate (all the foregoing listed in clauses (i) through (v), collectively, the “Indemnified Liabilities”); provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of any kind competent jurisdiction by final and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating nonappealable judgment to or arising out of their duties under this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision use by others of any Guaranty information or Subsidiary Security other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other agreement delivered by Borrower Loan Document or a Subsidiary pursuant arising out of its activities in connection herewith or therewith (whether before or after the Agreement Execution Date). (c) All costs and expenses required to be paid or reimbursed under subsection (a) of this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent Section 14.6 and all Lenders on any matter for which indemnification is soughtIndemnified Liabilities required to be paid under subsection (b) of this Section 14.6 shall be due and payable within ten Business Days after demand therefore (subject, or (ii) any disputes or claims between in the Agent and any one or more case of the Lenders said subsection (b), to the proviso thereof). The agreements in this Section 14.6 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitment and the repayment, satisfaction or between any Lender with one or more discharge of all the other LendersObligations.

Expenses; Indemnification. The Loan shall be made without cost to Lender. Borrower covenants and agrees to paypay all costs, expenses and charges (including, without limitation, all fees and charges of engineers, appraisers and Lenders’ Counsel) incurred by Administrative Agent or reimburse any Lender in connection with (i) the Agent preparation for and consummation of the transactions contemplated hereby or for the payment ofperformance hereof and of the other Loan Documents, on demand, and for any services which may be required in addition to those normally and reasonably contemplated hereby and (aii) the reasonable enforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (1) the fees and expenses of outside legal counsel to the Agent for Lenders other than BofA incurred in connection with the preparation, execution, delivery and administration said counsel’s review of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as other Loan Documents prior to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, execution and (b2) all stamp costs, expenses and other taxes charges incurred by Administrative Agent and fees payable or determined to be payable Lenders in connection with the execution, delivery, filing administration or recording of this Agreement, the Notes and the other Loan Documents and the consummation syndication of the transactions contemplated herebyLoan. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document Lender pays such costs, charges or in connection expenses, Borrower shall reimburse Administrative Agent or such Lender, as appropriate, on demand for the amounts so paid, together with any refinancing or restructuring of interest thereon at the credit arrangements provided under this AgreementDefault Rate. The Borrower further agrees to indemnify the Administrative Agent and the Lenders for each Lender and their respective directors, officers, employees and agents from, and hold each of them harmless against, (x) any and all liabilitieslosses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loan, obligationsincluding, without limitation, the fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements damages and liabilities of any kind kind, including in tort, penalties and nature whatsoever (including reasonable attorneys’ fees) which may be imposed oninterest, incurred arising out or by reason of any matter relating, directly or asserted against indirectly, to the Agent Mortgage or the Lenders in any way relating to ownership, condition, development, construction, sale, rental or arising out financing of their duties under this Agreement the Property or Improvements or any other Loan Documents part thereof (but excluding any such losses, liabilities, claims, damages or the transactions contemplated hereby (excluding, unless a Default or an Event expenses incurred solely by reason of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lendersparty to be indemnified). The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 and under Sections 3.01, 3.03 and 6.08 shall survive the repayment of all amounts due under or in connection with any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersLoan Documents and the termination of the Loan.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) Borrower shall reimburse the Lender for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and expenses time charges of outside counsel to attorneys for the Agent Lender, which attorneys may be employees of the Lender) paid or incurred by the Lender in connection with the preparation, negotiation, execution, delivery delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of this Agreement the Loan Documents. Borrower also agrees to reimburse the Lender, for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the consummation Lender, which attorneys may be employees of the transactions contemplated herebyLender) paid or incurred by the Lender, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the executioncollection and enforcement of the Loan Documents. Expenses being reimbursed by Borrower under this Section include, delivery, filing or recording of this Agreementwithout limitation, the Notes cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the other Deeds of Trust, which appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the following sentence. (b) In addition, Borrower shall pay all taxes and assessments and all expenses, charges, costs and fees provided for in this Agreement or relating to the Loan or the construction of the Improvements, including any fees incurred for recording or filing any of the Loan Documents, title insurance premiums and charges, tax service contract fees, fees of any consultants, documentation and processing fees, printing, photostating and duplicating expenses, air freight charges, escrow fees, costs of surveys, premiums of hazard insurance policies and surety bonds, fees for any Appraisal, updated Appraisal and appraisal review, fees for market or feasibility studies required pursuant to the Loan Documents and the consummation of the transactions contemplated herebycosts, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses incurred in collecting the Obligations, realizing upon the Collateral and operating and selling any of counsel the Approved Subdivisions after title thereto has been taken by the Lender, or by an entity controlled or owned by the Lender. Borrower and whether incurred through negotiationsthe Lender hereby authorize the Lender to make Advances to pay all such expenses, legal proceedings charges, costs and fees notwithstanding that Borrower may not have requested a disbursement of such amount. The Lender may make such Advances notwithstanding the fact that the Loans are not “in balance” or otherwise) in connection with any that an Unmatured Event of Default or Event of Default exists. The authorization hereby granted shall be irrevocable, and no further direction or authorization from Borrower shall be necessary for the enforcement ofLender to make such Advances. However, the provision of this Section shall not prevent Borrower from paying such expenses, charges, costs and fees from its own funds. All such expenses, charges, costs and fees shall be Borrower’s obligation regardless of whether or not Borrower has requested and met the exercise or preservation conditions for an Advance. The obligations on the part of any rights under, Borrower under this Agreement or any other Loan Document or in connection with any refinancing or restructuring Section shall survive the payment of the credit arrangements provided under Obligations and the termination of this Agreement. The . (c) Borrower hereby further agrees to indemnify the Agent Lender, its respective Affiliates, and the Lenders for any its directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not the Lender or any kind and nature whatsoever (including reasonable attorneys’ feesAffiliate is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Loan hereunder except to the extent that they arise are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or party seeking indemnification. (d) Without in any way limiting the Lenders. foregoing, to the fullest extent permitted by law, Borrower agrees to protect, indemnify, defend and save harmless the Lender, and its Subsidiariesdirectors, taken as a wholeofficers, will not be obligated under this Section 11.05 employees, successors and assigns for, from and against any and all liability, expense or any indemnification provision damage of any Guaranty kind or Subsidiary Security Agreement nature, and for, from and against any suits, claims or any other agreement delivered by Borrower demands, including legal fees and expenses on account of or a Subsidiary pursuant to this Agreement for arising out of: (i) more than one firm this Agreement or the Loan Documents or otherwise in connection herewith or in connection with the Approved Subdivisions, the Improvements, any Collateral or any Obligation, including any suit, claim or demand arising out of attorneys (together with local counsel from other firmsthe removal of, if reasonably necessary) representing Agent or failure to remove, any and all Lenders on nuclear, toxic, radioactive or other hazardous waste from any matter for which indemnification is sought, or of the Approved Subdivisions; (ii) any disputes applicable CC&Rs, including any suit, claim or claims between the Agent and demand that Borrower or any one other person has violated or more failed to comply with any such CC&Rs; (iii) any applicable approvals by any Governmental Authority, including any suit, claim or demand that seeks to challenge any approval (including zoning approvals) issued or granted by any such Governmental Authority with respect to any of the Lenders Approved Subdivisions; and (iv) any matter arising from or between related to the construction of the Improvements, any general contractor, any construction contractor, any subcontractor or any other person providing labor, services or materials with respect to the Approved Subdivisions, including any suit, claim or demand that the Lender is obligated to make any Advances to or for the benefit of any such Person. Upon receiving knowledge of any suit, claim or demand asserted by a third party that the Lender believes is covered by this indemnity, the Lender shall give Borrower notice of the matter and an opportunity to defend it, at Borrower’s sole cost and expense, with one or more other Lenderslegal counsel satisfactory to the Lender. The Lender may also require Borrower to so defend the matter. The obligations of Borrower under this Section 11.6 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower Company agrees to pay, or reimburse the Agent Bank for the payment of, on demand, (ai) the reasonable fees and expenses of outside counsel to the Agent Bank, including without limitation the fees and expenses of Dickinson Wright PLLC, in connection with the preparation, execution, delivery and administration ▇▇▇▇▇▇▇▇ a▇▇ ▇▇▇inistration of this Agreement Agreement, the Note and the consummation of the transactions contemplated herebyother Loan Documents, and in connection with advising the Agent Bank as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, Agreement or the Notes and Note or the other Loan Documents and Documents, or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders Bank (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or the Note or in connection with any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. , and (iv) all reasonable costs and expenses of the Bank (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Bank from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit. (b) The Borrower further Company hereby indemnifies and agrees to hold harmless the Bank, and its officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Bank or any such person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit, and neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Agent Bank and such other persons, and the Lenders Bank shall be liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Bank's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the Bank's payment to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or willful misconduct of the Bank. It is understood that in making any payment under a Letter of Credit, the Bank will rely on documents presented to it under such Letter of Credit as to any and all liabilitiesmatters set forth therein without further investigation and regardless of any notice or information to the contrary, obligationsand such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or willful misconduct of the Bank in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Bank is alleged to be liable and it shall be a precondition of the assertion of any liability of the Bank under this Section that the Company shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions. (c) The Company hereby indemnifies and agrees to hold harmless the Bank, and its officers, directors, employees and agents, from and against any and all claims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ feesattorneys fees and disbursements incurred in connection with any investigative, administrative or judicial proceeding whether or not such person shall be designated as a party thereto) which the Bank or any such person may incur or which may be imposed on, incurred claimed against any of them by reason of or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under connection with entering into this Agreement or any other Loan Documents or the transactions contemplated hereby (excludinghereby, unless a Default or an Event of Default has occurred and is continuingincluding without limitation those arising under Environmental Laws; provided, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower Company shall not be liable for any of required to indemnify the foregoing Bank or such other person, to the extent they arise from extent, but only to the extent, that such claim, damage, loss, liability, cost or expense is attributable to the gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersBank.

Expenses; Indemnification. (a) The Borrower Company agrees to pay, or reimburse the Agent Bank for the payment of, on demand, (ai) the reasonable fees and expenses of outside counsel to the Agent in Bank, including without limitation the fees and expenses of Messrs. Dickinson, Wright, Moon, Van Dusen & Free▇▇▇, ▇▇ connection with the preparation, execution, delivery and administration of this Agreement and Agreement, the consummation of Notes, the transactions contemplated hereby, Security Documents and in connection with advising the Agent Bank as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, Notes, the Notes and Security Documents (or the other Loan Documents and verification of filing, recording, perfection or priority thereof) or the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders Bank (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or the Note or any other Loan Security Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementAgreement and (iv) all reasonable costs and expenses of the Bank (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Bank from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit. (b) The Company hereby indemnifies and agrees to hold harmless the Bank, and its officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Bank or any such person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit, and neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank and such other persons, and the Bank shall be liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Bank's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the Bank's payment by the Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence of wilful misconduct of the Bank. It is understood that in making any payment under a Letter of Credit the Bank will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or wilful misconduct of the Bank in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Bank is alleged to be liable and it shall be a precondition of the assertion of any liability of the Bank under this Section that the Company shall first have exhausted all reasonable remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions. (c) The Borrower further Company agrees to indemnify the Agent Bank, its affiliates and the Lenders for its directors, officers, agents and employees (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, damages, penaltiescosts and expenses of any kind, actionsincluding, judgmentswithout limitation, suits, costs, expenses or the reasonable fees and disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) counsel, which may be imposed onincurred at any time by such Indemnitee in connection with any investigative, incurred by administrative or asserted against the Agent judicial proceeding (whether or the Lenders in any way not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of their duties under this Agreement Agreement, the transaction contemplated hereby or by the Purchase Agreements or any other Loan Documents actual or proposed use of proceeds of the transactions contemplated hereby (excluding, unless a Default Advances hereunder or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder)any Environmental Laws; provided however, that no Indemnitee shall have the Borrower shall not right to be liable indemnified hereunder for any of the foregoing to the extent they arise from the such Indemnitee's own gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lendersmisconduct.

Expenses; Indemnification. The Borrower agrees Borrowers will from time to pay, or time reimburse the Agent Agents promptly following demand for the payment all reasonable out-of, on demand, -pocket expenses (a) including the reasonable fees and expenses of outside counsel to the Agent their legal counsel) in connection with (a) the preparationpreparation of the Loan Documents, execution(b) the making of any Loans, delivery and (c) the administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewithLoan Documents, and (bd) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording syndication of this Agreement, Credit Facility. The Borrowers also will from to time reimburse the Notes Agents and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and each Bank for all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and out-of-pocket expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, their legal proceedings or otherwisecounsel) in connection with any Default or Event of Default or the enforcement ofof the Loan Documents. In addition to the payment of the foregoing expenses, or the exercise or preservation Borrowers hereby agree to indemnify, defend, protect and hold First Union, as Administrative Agent, Bank of America, as Appraisal Agent, and BAS, as Syndication Agent, each Bank and any holder of any rights underNote and the officers, this Agreement or any other Loan Document or in connection with any refinancing or restructuring directors, employees, agents, affiliates and attorneys of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify Agents, each Bank and such holder (collectively, the Agent "Indemnitees") harmless from and the Lenders for against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or and disbursements of any kind and nature whatsoever (or nature, including reasonable attorneys’ fees) fees and expenses of legal counsel, which may be imposed on, incurred by by, or asserted against such Indemnitee by the Agent Borrowers or the Lenders in any way relating to or arising other third parties and arise out of their duties under or relate to this Agreement or any the other Loan Documents or any other matter whatsoever related to the transactions contemplated hereby (excludingby or referred to in this Agreement or the other Loan Documents; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower Borrowers shall not be liable for any of the foregoing have no obligation to an Indemnitee hereunder to the extent they arise from that the liability incurred by such Indemnitee has been determined by a court of competent jurisdiction to be the result of gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderssuch Indemnitee.

Expenses; Indemnification. (i) The Borrower agrees to pay, or Borrowers shall reimburse the Agent for the payment any reasonable costs, internal charges and out-of, on demand, -pocket expenses (a) the including reasonable attorneys' fees and expenses time charges of outside counsel to attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent in connection with the preparation, executionnegotiation, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of this Agreementthe Loan Documents. The Borrowers also agree to reimburse the Agent, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, the LC Issuer and the Lenders, which attorneys may be employees of the Agent, the LC Issuer or the Lenders) paid or incurred by the Agent, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the relevant Collateral Documents, which appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrowers' assets for internal use by Bank One from information furnished to it by or on behalf of the Borrowers, after Bank One has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrowers hereby further agree to indemnify the Agent, the LC Issuer and each Lender, their respective affiliates, and each of their directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not the Agent, the LC Issuer any kind and nature whatsoever (including reasonable attorneys’ feesLender or any affiliate is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Credit Extension hereunder except to the extent that they arise are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or party seeking indemnification. The obligations of the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated Borrowers under this Section 11.05 or any indemnification provision 9.6 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. (a) The Borrower Company agrees to pay, or reimburse the Agent for the payment of, on demand, (ai) the reasonable fees, without premium, and reasonable expenses of counsel to the Agent, including without limitation the reasonable fees and expenses of outside counsel to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC as agreed upon with the Agent Company in connection with the preparation, execution, delivery and administration of this Agreement the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders (including without limitation reasonable fees and expenses of counsel, which counsel shall be acceptable to the Required Banks, including without limitation counsel who are employees of the Agent, and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other under the Loan Document Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify , (iv) any costs, internal charges and expenses (including without limitation reasonable fees and expenses of counsel, which attorneys may be employees of the Banks) paid or incurred by the Agent or any Bank in connection with the collection and enforcement of the Loan Documents, and (v) all reasonable costs and expenses of the Agent and the Lenders for Banks (including reasonable fees and expenses of counsel) in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Agent from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all liabilitiescosts and expenses which any of them may incur relative to any payment under any Letter of Credit. (b) Each Borrower hereby indemnifies and agrees to hold harmless the Banks and the Agent, obligationsand their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) which the Banks or the Agent or any such person may incur or which may be imposed on, incurred claimed against any of them by reason of or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under connection with entering into this Agreement or any other Loan Documents or the transactions contemplated hereby (excludingwhether or not such Bank, unless the Agent or such other person is a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident party to the performance claim, demand, action, cause of their duties hereunderaction or proceeding giving rise to such claim, damage, loss, liability, cost or expense); provided provided, however, that the no Borrower shall not be liable for required to indemnify any of such Bank and the foregoing Agent or such other person, to the extent they arise from extent, but only to the extent, that such claim, damage, loss, liability, cost or expense is attributable to the gross negligence or willful misconduct of the Agent such Bank or the Lenders. Borrower and its SubsidiariesAgent, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderscase may be.

Expenses; Indemnification. (i) The Borrower agrees to payshall reimburse Lender for any reasonable and properly documented costs, or reimburse the Agent for the payment internal charges and out-of, on demand, -pocket expenses (a) the including reasonable attorneys’ fees and expenses time charges of outside counsel to the Agent attorneys for Lender, which attorneys may be employees of Lender) paid or incurred by Lender in connection with the preparation, negotiation, execution, delivery delivery, syndication, review, amendment, modification, and administration of this Agreement the Loan Documents. The Borrower also agrees to reimburse Lender for any reasonable and the consummation properly documented costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of the transactions contemplated herebyattorneys for Lender, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers which attorneys may be employees of Lender) paid or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable incurred by Lender in connection with the execution, delivery, filing or recording of this Agreement, the Notes collection and the other Loan Documents and the consummation enforcement of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and Loan Documents. (cii) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower hereby further agrees to indemnify the Agent Lender, its directors, officers, employees and the Lenders for any and agents against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ feesall expenses of litigation or preparation therefor whether or not Lender is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Credit Extension hereunder except to the extent that they arise are determined in a Final Judgment (defined below) to have resulted from the gross negligence or willful misconduct of the Agent or the Lendersparty seeking indemnification. Borrower and its Subsidiaries, taken as “Final Judgment” means a whole, will not be obligated under this Section 11.05 or any indemnification provision judgment by a court of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for competent jurisdiction (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, non-appealable or (ii) any disputes or claims between with respect to which Lender does not commence proceedings to appeal within the Agent and any one or more applicable period(s) provided for by law. The obligations of the Lenders or between any Lender with one or more other LendersBorrower under this Section 12.6 shall survive the termination of this Agreement.

Expenses; Indemnification. The Borrower agrees to pay, or Whirlpool shall reimburse the Administrative Agent for the payment any reasonable and documented costs, internal charges and out- of-pocket expenses (including reasonable and documented attorneys’ fees, on demand, (a) the reasonable fees and expenses of but only for a single outside counsel to and any necessary local counsel) paid or incurred by the Administrative Agent in connection with the preparation, executionnegotiation review, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreementamendment, the Notes modification and the other Loan Documents and the consummation administration of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementDocuments. The Borrower further Whirlpool also agrees to indemnify reimburse the Administrative Agent and the Lenders for any reasonable and documented costs, internal charges and out-of- pocket expenses (including reasonable and documented attorneys’ fees but only for a single outside counsel (and, in the case that there is a conflict between the Administrative Agent and any Lender, or between any of the Lenders, of one counsel for each conflicting Lender) and any necessary local counsel) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents. Whirlpool further agrees to indemnify the Administrative Agent, each Issuing Lender and each Lender and each of their respective directors, officers, affiliates, agents and employees (each an “Indemnified Person”) against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not the Administrative Agent, an Issuing Lender, a Lender or any kind and nature whatsoever (including reasonable attorneys’ feesother Indemnified Person is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under this Agreement or any other relating to the Loan Documents or Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit (excludingincluding 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) hereunder; provided, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower Whirlpool shall not be liable to any Indemnified Person for any of the foregoing to the extent they arise such loss, claim, damage, penalty, judgment, liability or expense resulting from the such Indemnified Person’s gross negligence or willful misconduct or from a successful claim brought by any of the Agent Borrowers against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder or under any other Loan Document. Notwithstanding anything in this Credit Agreement to the Lenderscontrary, Whirlpool shall indemnify the Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or arising out of making Advances or issuing Letters of Credit in Agreed Currencies other than Dollars. Borrower and its Subsidiaries, taken as a whole, will not be obligated The obligations of Whirlpool under this Section 11.05 or any indemnification provision 10.06 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersCredit Agreement.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (a) the Borrower agrees (i) to pay or reimburse Administrative Agent for all reasonable fees out-of-pocket costs and expenses of outside counsel to the Agent incurred in connection with the development, preparation, executionnegotiation, delivery and administration execution of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and any amendment, waiver, consent, or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated herebyhereby and thereby, and any and including all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or feesAttorney Costs, and (cii) to pay or reimburse Administrative Agent and each Lender for all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement ofenforcement, or the exercise attempted enforcement, or preservation of any rights under, or remedies under this Agreement or any the other Loan Document or in connection with Documents (including all such costs and expenses incurred during any refinancing "workout" or restructuring in respect of the credit arrangements provided Obligation and during any legal proceeding, including any proceeding under this Agreementany Debtor Relief Law), including all Attorney Costs. The Borrower further agrees to indemnify the foregoing costs and expenses shall include all search, filing, recording, title insurance, and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by Administrative Agent and the Lenders for cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this SECTION 11.10(a) shall be payable within ten (10) Business Days after demand therefor. The agreements in this SECTION 11.10(a) shall survive the termination of the Commitments and repayment of the Obligation. CREDIT AGREEMENT (b) Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact (collectively, "INDEMNITEES") from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or expenses, and disbursements (including Attorney Costs) of any kind and or nature whatsoever (including reasonable attorneys’ fees) which may at any time be imposed on, incurred by or asserted against the Agent or the Lenders any such Indemnitee in any way relating to or arising out of their duties or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Borrowing, or the use or proposed use of the proceeds therefrom, or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by Borrower or any Subsidiary, or any liability under Environmental Law related in any way to Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith, or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall Borrower or any Indemnitee have any liability for any indirect, punitive, or consequential damages relating to this Agreement or any other Loan Documents Document or arising out of its activities in connection herewith or therewith (whether before or after the transactions contemplated hereby Closing Date). All amounts due under this SECTION 11.10(b) shall be payable within ten (excluding10) Business Days after demand therefor. The agreements in this SECTION 11.10(b) shall survive the resignation of Administrative Agent, unless a Default or an Event the replacement of Default has occurred and is continuingany Lender, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any termination of the foregoing to Commitments, and the extent they arise from the gross negligence repayment, satisfaction or willful misconduct discharge of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersObligation.

Expenses; Indemnification. The Borrower agrees to pay, or Company shall reimburse each Agent and the Agent Joint Book Runners for the payment any reasonable costs and out-of, on demand, -pocket expenses (a) the including reasonable fees and expenses time charges of outside counsel to the attorneys for such Agent or Joint Book Runner, which attorneys may be employees of such Agent) paid or incurred by such Agent in connection with the syndication or the commitments and the preparation, executionnegotiation, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreementreview, the Notes amendment, modification and the other Loan Documents and the consummation administration of the transactions contemplated herebyLoan Documents, except as otherwise agreed in writing from time to time; provided, however, that for the period up to and any and all liabilities including the Closing Date, with respect to or resulting from any delay in paying or omitting to pay such taxes or feesmatters of U.S. law, and (c) all reasonable costs and expenses of the Agent and the Lenders (including aforementioned reasonable fees and expenses time charges of counsel and whether attorneys shall be limited to those incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreementby Sidley Aus▇▇▇ ▇▇▇▇▇ & Woo▇. The Borrower further ▇he Company also agrees to indemnify reimburse the Agent Agents and the Lenders for any costs, and out-of-pocket expenses (including fees and time charges of attorneys for the Agents and the Lenders, which attorneys may be employees of the Agents or the Lenders) paid or incurred by any Agent or Lender in connection with the collection and enforcement of the Loan Documents subject to the limitations set forth below. The Company further agrees to indemnify each Joint Book Runner, Agent and Lender, and their respective directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not any kind and nature whatsoever (including reasonable attorneys’ feesAgent or Lender is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event the direct or indirect application or proposed application of Default has occurred and is continuing, normal administrative costs and expenses incident the proceeds of any Loan subject to the performance of their duties hereunder); limitations set forth below, provided however, that the Borrower Company shall not be liable for have no obligation to indemnify any person in respect of any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings except as (and to the foregoing extent) provided in Section 3.6 and Section 10.3 hereof. The Company shall have no obligation to indemnify any Joint Book Runner, Agent or Lender (or their respective directors, officers and employees) to the extent they arise that any losses, claims, damages, penalties, judgments, liabilities and expenses are determined by a court of competent jurisdiction in a final, non-appealable order to have resulted from the gross negligence or willful 66 73 misconduct of, or violation of applicable laws or any of the Agent or Loan Documents by, such Person. The obligations of the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated Company under this Section 11.05 or any indemnification provision shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. (a) The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, (ai) the reasonable fees, without premium, and reasonable expenses of counsel to the Agent, including without limitation the reasonable fees and expenses of outside counsel to Dickinson Wright PLLC as agreed upon with the Agent Borrower in connection with the preparation▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ation, execution, delivery and administration of this Agreement the Loan Documents and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (bii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ciii) all reasonable costs and expenses of the Agent and the Lenders (including without limitation reasonable fees and expenses of counsel, which counsel shall be acceptable to the Required Banks, including without limitation counsel who are employees of the Agent, and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other under the Loan Document Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. , and (iv) any costs, internal charges and expenses (including without limitation reasonable fees and expenses of counsel, which attorneys may be employees of the Banks) paid or incurred by the Agent or any Bank in connection with the collection and enforcement of the Loan Documents. (b) The Borrower further hereby indemnifies and agrees to indemnify hold harmless the Agent Banks and the Lenders for Agent, and their respective officers, directors, employees and agents, from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) which the Banks or the Agent or any such person may incur or which may be imposed on, incurred claimed against any of them by reason of or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under connection with entering into this Agreement or any other Loan Documents or the transactions contemplated hereby (excludingwhether or not such Bank, unless the Agent or such other person is a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident party to the performance claim, demand, action, cause of their duties hereunderaction or proceeding giving rise to such claim, damage, loss, liability, cost or expense); provided provided, however, that the no Borrower shall not be liable for required to indemnify any of such Bank and the foregoing Agent or such other person, to the extent they arise from extent, but only to the extent, that such claim, damage, loss, liability, cost or expense is attributable to the gross negligence or willful misconduct of the Agent such Bank or the Lenders. Borrower and its SubsidiariesAgent, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderscase may be.

Expenses; Indemnification. The Loan shall be made without cost to Lender. Borrower covenants and agrees to paypay all costs, or reimburse the Agent for the payment ofexpenses and charges, on demandincluding, (a) the without limitation, all reasonable fees and expenses charges of outside counsel to the Agent legal counsel, surveyors and appraisers incurred by Lender in connection with (i) the preparation, execution, delivery preparation for and administration of this Agreement and the consummation of the transactions contemplated hereby, hereby or for the performance hereof and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents Documents, and for any services which may be required in addition to those normally contemplated hereby and (ii) the consummation enforcement hereof or of any or all of the transactions contemplated herebyother Loan Documents. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and any and all liabilities Lender pays such costs, charges or expenses, Borrower shall reimburse Lender on demand for the amounts so paid, together with respect to or resulting from any delay interest thereon at the “Default Rate” (as said quoted term is defined in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementNote). The Borrower further agrees to indemnify the Agent Lender and the Lenders for its directors, officers, employees and agents from, and hold each of them harmless against, (x) any and all liabilitieslosses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loan, obligationsincluding, without limitation, the fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements damages and liabilities of any kind kind, including in tort, penalties and nature whatsoever (including reasonable attorneys’ fees) which may be imposed oninterest, incurred arising out or by reason of any matter relating, directly or asserted against indirectly, to the Agent Mortgage or the Lenders in any way relating to ownership, condition, development, construction, sale, rental or arising out financing of their duties under this Agreement the Property or any other Loan Documents part thereof (but excluding any such losses, liabilities, claims, damages or the transactions contemplated hereby (excluding, unless a Default or an Event expenses incurred solely by reason of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the Lendersparty to be indemnified). The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 shall survive the repayment of all amounts due under or in connection with any indemnification provision of the Loan Documents and the termination of the Loan. Borrower does hereby agree to indemnify and save Lender harmless from any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on damage, loss, cost and expense, including reasonable attorneys’ fees, whether or not an action is brought, which Lender might at any matter for which indemnification is sought, time incur or (ii) any disputes or claims between the Agent and any one or more sustain by reason of the Lenders failure of Borrower to strictly comply with the provisions of this Agreement. Lender’s rights under this paragraph shall include all reasonable attorneys’ fees and costs incurred incident to any post-judgment, appellate, bankruptcy or between any Lender with one or more other Lendersinsolvency proceedings.

Expenses; Indemnification. (i) The Borrower agrees to pay, or reimburse the Agent for the payment of, on demand, Seller shall: (a) the (1) pay all reasonable fees out-of-pocket costs and expenses of outside the Buyer in the administration (both before and after the execution hereof and including advice of counsel as to the Agent rights and duties of the Buyer with respect thereto) of, and in connection with the preparation, executionexecution and delivery of, delivery and administration of this Agreement and the consummation other Facility Papers, and (2) pay all reasonable out-of-pocket costs and expenses of the transactions contemplated herebyBuyer in the preservation of rights under, enforcement of, and, after the occurrence of a Potential Default or an Event of Default, the refinancing, the renegotiating or the restructuring of, this Agreement and in connection with advising the Agent as other Facility Papers and the documents and instruments referred to their rights herein and responsibilities with respect thereto, and therein including in connection with any amendmentsbankruptcy, waivers insolvency, liquidation, reorganization or consents similar proceeding and any amendment, waiver or consent relating hereto and thereto (including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) for the Buyer) and, in connection therewitheach case, the Buyer is authorized by the Seller to debit amounts on deposit in the Operating Account or any of the Seller’s other accounts maintained with the Buyer for payment of all such costs and expenses, including the reasonable fees and disbursements of counsel; (b) pay and hold harmless the Buyer from and against any and all stamp present and future stamp, documentary, and other similar taxes with respect to this Agreement and fees payable any other Facility Papers, any collateral described therein, or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated herebyany payments due thereunder, and save the Buyer harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes or fees, and taxes; and (c) indemnify the Buyer and its officers, directors, employees, and representatives from, and hold each of them harmless against, any and all reasonable costs and out-of-pocket costs, losses, liabilities, claims, damages or expenses actually incurred by any of them (whether or not any of them is designated a party thereto) arising out of or by reason of any investigation, litigation or other proceeding related to any actual or proposed use by the Seller of the Agent proceeds or any of the Transactions or the Seller’s entering into and performing of the Lenders (Facility Papers, including the reasonable fees and expenses disbursements of counsel and whether (including allocated costs of internal counsel) incurred through negotiations, legal proceedings or otherwise) in connection with any Default such investigation, litigation or Event of Default or other proceeding and the enforcement of, or the exercise or preservation claims of any rights underthird parties, this Agreement or including any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder)assignees; provided howeverprovided, that the Borrower Buyer shall not have the right to be liable indemnified hereunder for any of the foregoing to the extent they arise from the its own gross negligence or willful misconduct of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated misconduct. (ii) All amounts due under this Section 11.05 21.1 shall be payable promptly after written demand therefor. A certificate of the Buyer setting forth in reasonable detail any amount or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary amounts which the Buyer is entitled to receive pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent Section 21.1 shall be delivered to the Seller and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between shall be conclusive and binding absent manifest error. If and to the Agent and any one or more extent that the obligations of the Lenders or between Seller under this Section 21.1 are unenforceable for any Lender with one or more other Lendersreason, the Seller hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable Law.

Expenses; Indemnification. The Borrower Mortgagor agrees (a) to pay, pay or reimburse Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, the Credit Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to Mortgagee, (b) to pay or reimburse each Lender and the Agent for all its costs and expenses incurred in connection with the payment ofenforcement or preservation of any rights under the Credit Agreement, on demandthe other Loan Documents and any such other documents prepared in connection herewith or therewith, including, without limitation, the fees and disbursements of counsel (a) including the reasonable allocated fees and expenses of in-house counsel in lieu of the fees and expenses of outside counsel) to each Lender and of counsel to the Agent in connection with the preparationAgent, execution(c) to pay, delivery indemnify, and administration of this Agreement hold each Lender and the consummation of the transactions contemplated herebyAgent harmless from, any and in connection with advising the Agent as to their rights all recording and responsibilities filing fees and any and all liabilities with respect theretoto, and or resulting from any delay in connection with any amendmentspaying, waivers or consents in connection therewithstamp, and (b) all stamp excise and other taxes and fees similar taxes, if any, which may be payable or determined to be payable in connection with the executionexecution and delivery of, deliveryor administration of any of the transactions contemplated by, filing or recording of this any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated herebyany such other documents, and (d) to pay, indemnify, and hold each Lender and the Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever (including reasonable attorneys’ fees) which may be imposed onwith respect to the execution, incurred by or asserted against delivery, enforcement, performance and administration of the Agent Credit Agreement, the other Loan Documents, the Stock Purchase Agreement, the Stock Purchase, the Merger or the Lenders use of the proceeds of the Loans in connection with the Stock Purchase, and any way relating to or arising out of their duties under this Agreement or any such other Loan Documents or the transactions contemplated hereby (excludingdocuments, unless a Default or an Event of Default has occurred and is continuingincluding, normal administrative costs and expenses incident to the performance of their duties hereunder); provided howeverwithout limitation, that the Borrower shall not be liable for any of the foregoing relating to the extent they arise violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Mortgagor, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), PROVIDED, that the Mortgagor shall have no obligation hereunder to the Agent or any Lender with respect to indemnified liabilities arising from (1) the gross negligence or willful misconduct of the Agent or any such Lender or (2) legal proceedings commenced against the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 Agent or any indemnification provision such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any Guaranty such security holder or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to creditor solely in its capacity as such. The agreements in this Agreement for (i) more than one firm subsection shall survive repayment of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent the Loans and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between other amounts payable under the Agent and any one or more of the Lenders or between any Lender with one or more other LendersCredit Agreement.

Expenses; Indemnification. The Borrower covenants and agrees to paypay all costs, expenses and charges (including, without limitation, all reasonable fees and expenses of counsel, engineers, appraisers and consultants) incurred by Administrative Agent or reimburse any Lender in connection with (i) the Agent preparation for and consummation of the transactions contemplated hereby or for the payment ofperformance hereof and of the other Loan Documents, on demandand for any services which may be required in addition to those normally and reasonably contemplated hereby and (ii) the enforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (ax) the fees and expenses of legal counsel for any Lender other ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ incurred in connection with said counsel's review of this Agreement and the other Loan Documents prior to execution and (y) costs, expenses and charges incurred by Administrative Agent and Lenders in connection with the administration or syndication of the Loan (other than the administration fee required by Section 2.07(a), the fees required by the Supplemental Letter agreement and the reasonable fees and expenses of outside Administrative Agent's counsel and the Engineering Consultant). In connection with the foregoing, Lenders agree, to the Agent extent practicable, to appoint a single counsel, selected by Administrative Agent, to act on behalf of all Lenders in connection with the preparation, execution, delivery and administration of this Agreement and the consummation enforcement of the transactions contemplated herebyLoan Documents. If Borrower fails to pay promptly any costs, charges or expense required to be paid by it as aforesaid, and in connection Administrative Agent or any Lender pays such costs, charges or expenses, Borrower shall reimburse Administrative Agent or such Lender, as appropriate, on demand for the amounts so paid, together with advising interest thereon at the Default Rate for Base Rate Loans from the date of demand. Borrower agrees to indemnify Administrative Agent as to and each Lender and their rights respective directors, officers, employees and responsibilities with respect theretoagents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of (A) any claims by brokers due to acts or omissions by Borrower or (B) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Loans, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any amendmentssuch investigation or litigation or other proceedings (but excluding any such losses, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for any and all liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, damages or expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out reason of their duties under this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or the LendersPerson to be indemnified). The obligations of Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 and under Article III shall survive the repayment of all amounts due under or in connection with any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersLoan Documents and the termination of the Loans.

Expenses; Indemnification. The Borrower agrees to pay, or reimburse the Agent for the payment of, shall pay on demand, (a) the reasonable fees and demand all expenses of outside counsel to the Agent Lender in connection with the preparation, executionnegotiation, delivery and administration of this Agreement and the consummation of the transactions contemplated herebyadministration, and in connection with advising the Agent as to their rights and responsibilities with respect theretodefault, and in connection with any amendmentscollection, waivers waiver or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording amendment of this Agreement, the Notes and Note, the other Loan Documents and the consummation of the transactions contemplated herebySecurity Agreement, and any and all liabilities other document prepared in connection herewith or therewith, or in connection with respect to the Lender’s exercise, preservation or resulting from enforcement of any delay in paying of its rights, remedies or omitting to pay such taxes options hereunder, including, without limitation, fees of outside legal counsel or feesthe allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses, and (c) all reasonable any fees or expenses associated with travel or other costs and expenses of relating to any appraisals or examinations conducted in connection with the Agent Loans or any collateral therefor, and the Lenders amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. The Borrower shall reimburse the Lender for all out-of-pocket costs expenses and charges (including, without limitation, reasonable fees and expenses charges of legal counsel and whether incurred through negotiations, legal proceedings or otherwisefor the Lender) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights underor remedies hereunder (including, this Agreement or any other Loan Document or without limitation, in connection with any refinancing restructuring or restructuring of the credit arrangements provided under this Agreementinsolvency or bankruptcy proceeding). The Borrower further agrees to indemnify the Agent Lender and the Lenders for its respective directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, damages or out-of-pocket expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or of them arising out of their duties under or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) arising out of or relating to this Agreement, the Note, the Security Agreement or to any actual or proposed use by any Borrower of the proceeds of the Loans or other Loan Documents extensions of credit hereunder or the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance or enforcement of their duties hereunder); provided howeverthis Agreement, that the Borrower shall not be liable for Note, the Security Agreement, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any of the foregoing to the extent they arise from the gross negligence such investigation or willful misconduct of the Agent litigation or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lendersproceedings.

Expenses; Indemnification. (a) The 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 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 Bank (including any Issuing Bank), including, for the Administrative Agent or any Bank, either the fees and disbursements of outside counsel or the allocated cost of inside counsel in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to payindemnify the Administrative Agent and each Bank (including any Issuing Bank), or reimburse the Agent for the payment of, on demand, (a) the reasonable fees and expenses of outside counsel to the Agent in connection with the preparation, execution, delivery and administration of this Agreement their respective affiliates and the consummation respective directors, officers, agents and employees of the transactions contemplated hereby, foregoing (each an "Indemnitee") and in connection with advising the Agent as to their rights hold each Indemnitee harmless from and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The Borrower further agrees to indemnify the Agent and the Lenders for against any and all liabilities, obligations, losses, damages, penaltiescosts and expenses of any kind, actionsincluding, judgmentswithout limitation, suits, costs, expenses or the reasonable fees and disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) counsel, which may be imposed on, incurred by such Indemnitee in connection with any investigative, administrative or asserted against the Agent judicial proceeding (whether or the Lenders in any way not such Indemnitee shall be designated a party thereto) relating to or arising out of their duties under (i) any actual or proposed use of proceeds of Loans or Letters of Credit hereunder or (ii) the actual or alleged breach by the Borrower of any covenant in this Agreement or the actual or alleged untruth or inaccuracy of any representation or warranty made by the Borrower in or in connection with this Agreement or any other Loan Documents or the transactions contemplated hereby (excluding, unless a Default or an Event Letter of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder)Credit; provided however, that no Indemnitee shall have the Borrower shall not right to be liable indemnified hereunder for any of the foregoing to the extent they arise from the its own gross negligence or willful misconduct as determined by a court of the Agent or the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other Lenderscompetent jurisdiction.

Expenses; Indemnification. The Borrower agrees to pay, or shall reimburse the Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the payment ofAgent, on demand, (awhich attorneys may be employees of the Agent) the reasonable fees and expenses of outside counsel to paid or incurred by the Agent or the Arranger in connection with the preparation, executionnegotiation, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreementsyndication, the Notes review, amendment, modification, and the other Loan Documents and the consummation administration of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementDocuments. The Borrower further also agrees to indemnify reimburse the Agent Agent, the Arranger and the Lenders for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, the Arranger and the Lenders, which attorneys may be employees of the Agent, the Arranger or disbursements the Lenders) paid or incurred by the Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the relevant Collateral Documents, which appraisal shall be in conformity with the applicable requirements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising out of their duties under this Agreement law or any other Loan Documents governmental rule, regulation, policy, guideline or directive (whether or not having the transactions contemplated hereby (excludingforce of law), unless a Default or an Event any interpretation thereof, including, without limitation, the provisions of Default has occurred Title XI of the Financial Institutions Reform, Recovery and is continuingEnforcement Act of 1989, normal administrative as amended, reformed or otherwise modified from time to time, and any rules promulgated to implement such provisions, and costs and expenses incident incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time the Agent may prepare and may distribute to the performance of their duties hereunder); provided however, that Lenders (but shall have no obligation or duty to prepare or to distribute to the Borrower shall not be liable Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for any internal use by the Agent from information furnished to it by or on behalf of the foregoing to the extent they arise from the gross negligence or willful misconduct of Borrower, after the Agent or the Lenders. Borrower and has exercised its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision rights of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary inspection pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The (i) Borrower agrees shall not be responsible to pay, or reimburse the Agent Lender for any costs, internal charges and out of pocket expenses (including expenses of and fees for attorneys for the payment of, on demand, (aLender who also are employees of the Lender) paid or incurred by the reasonable fees and expenses of outside counsel to the Agent Lender in connection with the preparation, negotiation, execution, delivery delivery, and administration of this Agreement and the consummation review of the transactions contemplated herebyLoan Documents. Borrower agrees to reimburse the Lender for (A) all reasonable costs, internal charges and in connection with advising out of pocket expenses (including reasonable expenses of and fees for attorneys for the Agent as to their rights and responsibilities with respect theretoLender, and which attorneys may be employees of the Lender) paid or incurred by the Lender in connection with any amendments, waivers amendment or consents in connection therewithmodification of the Loan Documents, and (b) all stamp the collection and other taxes and fees payable or determined to be payable in connection with enforcement of the execution, delivery, filing or recording Obligations of this Agreement, Borrower under the Notes and the other Loan Documents and the consummation (including in any “work-out” or restructuring of the transactions contemplated hereby, and any and all liabilities Obligations of Borrower resulting from the occurrence of a Default with respect to Borrower) and (B) any civil penalty or resulting from any delay in paying or omitting to pay such taxes or feesfine assessed by OFAC against, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable counsel fees and expenses of counsel and whether disbursements) incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event defense thereof, by the Lender as a result of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement. The conduct by Borrower further that violates a sanction enforced by OFAC. (ii) Borrower agrees to indemnify the Agent Lender, its affiliates, and each of the Lenders for any directors, officers and employees of the foregoing Persons (collectively, the “Indemnified Parties”) against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and reasonable expenses or disbursements of any kind and nature whatsoever (including all reasonable attorneys’ feesexpenses of litigation or preparation therefor whether or not any Indemnified Party is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of the Loan hereunder except to the extent that they arise are determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or Indemnified Party seeking indemnification. The obligations of the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision 9.6 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. (i) The Borrower agrees to pay, or shall reimburse the Agent for the payment any costs, internal charges and out-of, on demand, -pocket expenses (a) the including reasonable attorneys' fees and expenses time charges of outside counsel to attorneys for the Agent) paid or incurred by the Agent in connection with the preparation, executionnegotiation, delivery and administration of this Agreement and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreementsyndication, distribution (including, without limitation, via the Notes internet), review, amendment, modification, and the other Loan Documents and the consummation administration of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (c) all reasonable costs and expenses of the Agent and the Lenders (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, this Agreement or any other Loan Document or in connection with any refinancing or restructuring of the credit arrangements provided under this AgreementDocuments. The Borrower further also agrees to indemnify reimburse the Agent and the Lenders for any costs, internal charges and 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 or any Lender in connection with the collection and enforcement of the Loan Documents. Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. (ii) Borrower hereby further agrees to indemnify the Agent, each Lender, their respective Affiliates, and each of their directors, officers and employees against all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements of preparation therefor whether or not the Agent, any kind and nature whatsoever (including reasonable attorneys’ feesLender or any Affiliate is a party thereto) which any of them may be imposed on, incurred by pay or asserted against the Agent or the Lenders in any way relating to or incur arising out of their duties under or relating to this Agreement or any Agreement, the other Loan Documents or Documents, the transactions contemplated hereby (excluding, unless a Default or an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any direct or indirect application or proposed application of the foregoing proceeds of any Loan hereunder except to the extent that they arise are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent or party seeking indemnification. The obligations of the Lenders. Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section 11.05 or any indemnification provision 9.6 shall survive the termination of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or a Subsidiary pursuant to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more of the Lenders or between any Lender with one or more other LendersAgreement.

Expenses; Indemnification. The Any provision to the contrary notwithstanding, and whether or not the transactions contemplated by this Agreement shall be consummated, the Borrower agrees to payshall pay on demand all reasonable out-of-pocket expenses (including, or reimburse the Agent for the payment ofwithout limitation, on demand, (a) the reasonable fees and expenses of outside counsel to for the Agent Lender) in connection with the negotiation, preparation, execution, delivery filing, recording, refiling, re-recording, modification and administration of this Agreement and the consummation supplementing of the transactions contemplated hereby, and in connection with advising the Agent as to their rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, the Notes and the other Loan Documents and the consummation making and collection of the transactions contemplated herebyLoans. The obligations of the Borrower under this and the following Section shall survive the termination of this Agreement and/or the payment of the Note. To the extent not prohibited by applicable law, and any and all liabilities with respect to or resulting from any delay in paying or omitting to the Borrower will pay such taxes or fees, and (c) all reasonable costs and expenses and reimburse the Lender for any and all reasonable expenditures of every character incurred or expended from time to time, regardless of whether or not a Default or an Event of Default shall have occurred, in connection with (a) the Lender's evaluating, monitoring, administrating and protecting any Collateral and (b) the Lender's creating, perfecting and realizing upon the Lender's Liens on any Collateral, and all costs and expenses relating to the Lender's exercising any of its rights and remedies hereunder or under any of the Agent Loan Documents or at law, including, without limitation, all appraisal fees, consulting fees, filing fees, taxes, brokerage fees and the Lenders (including reasonable commissions, title review and abstract fees, Uniform Commercial Code search fees, other fees and expenses of counsel incident to title searches, reports and whether incurred through negotiationssecurity interests, escrow fees, attorneys' fees, legal proceedings or otherwise) expenses, court costs, other fees and expenses incurred in connection with any Default complete or Event of Default or the enforcement of, or the exercise or preservation partial liquidation of any rights underCollateral and all fees and expenses for any professional services relating to the Collateral or any operations conducted in connection with it; provided, that no right or option granted by the Borrower to the Lender or otherwise arising pursuant to any provision of this Agreement or any other Loan Document instrument shall be deemed to impose or admit a duty on the Lender to supervise, monitor or control any aspect of the character or condition of the Collateral or any operations conducted in connection with any refinancing or restructuring it for the benefit of the credit arrangements provided under this AgreementBorrower or any other person or entity other than the Lender. The Borrower further agrees to indemnify indemnify, defend and hold the Agent Lender, its directors, officers, agents, attorneys, advisor and the Lenders for employees (collectively "Indemnified Parties") harmless from and against any and all liabilitiesloss, obligationsliability, lossesobligation, damagesdamage, penaltiespenalty, actionsjudgment, judgmentsclaim, suitsdeficiency, costsexpense, expenses or disbursements action, suit, cost and disbursement of any kind and or nature whatsoever (including reasonable interest, penalties, attorneys’ fees) which may be ' fees and amounts paid in settlement), regardless of whether the same was caused in whole or in part by the negligence of any of the Indemnified Parties, imposed on, incurred by or asserted against the Agent or the Lenders in any way relating to or arising Indemnified Parties growing out of their duties under or resulting from this Agreement or Agreement, any other of the Loan Documents or the transactions any transaction or event contemplated hereby herein or therein (excluding, unless a Default or an Event other than those which arise by reason of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent Indemnified Party or the Lendersbreach by Indemnified Party of Section 7.16 of this Loan Agreement). If any person or entity (including, without limitation, the Borrower and or any of its Subsidiariesaffiliates) ever alleges gross negligence or willful misconduct by an Indemnified Party, taken the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement at such time as a whole, will not be obligated under this Section 11.05 or any indemnification provision court of any Guaranty or Subsidiary Security Agreement or any other agreement delivered by Borrower or competent jurisdiction enters a Subsidiary pursuant final judgment as to this Agreement for (i) more than one firm of attorneys (together with local counsel from other firms, if reasonably necessary) representing Agent the extent and all Lenders on any matter for which indemnification is sought, or (ii) any disputes or claims between the Agent and any one or more effect of the Lenders alleged gross negligence or between any willful misconduct. Any amount to be paid hereunder by the Borrower to the Lender with one or more other Lendersshall be a demand obligation owing by the Borrower to the Lender and shall bear interest from the date of expenditure until paid at the Highest Lawful Rate.